REG - Revolution Beauty Gp - Proposed Placing and Subscription via ABB
22/08/2025 07:02
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250822:nRSV3429Wa&default-theme=true
RNS Number : 3429W Revolution Beauty Group PLC 22 August 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
REVOLUTION BEAUTY GROUP PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION,
SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR ADVICE WOULD BE UNLAWFUL
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT
AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN
MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE
"ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN APPENDIX 3 TO THIS
ANNOUNCEMENT, UNLESS THE CONTEXT PROVIDES OTHERWISE.
22 August 2025
Revolution Beauty Group plc
("Revolution Beauty" or the "Company")
Proposed Placing and Subscription to raise up to approximately £15 million
via an accelerated bookbuild
Cornerstone investment from Founders and Debenhams
Proposed Retail Offer to raise up to approximately £1.5 million
Strategic reset, including return of Founders to business
Revolution Beauty, the multi-channel mass beauty brand, today announces a
proposed equity placing of up to 345,132,401 new ordinary shares of one penny
each ("Ordinary Shares") in the capital of the Company (the "Placing Shares")
and a subscription of up to 154,867,599 Ordinary Shares (the "Subscription
Shares"), in each case at an issue price of 3.00 pence per Ordinary Share (the
"Issue Price") to raise gross proceeds of approximately £15.0 million.
The Placing and Subscription Shares in aggregate represent approximately
156.50% of the existing issued ordinary share capital of the Company (the
"Existing Ordinary Shares") and the Issue Price represents a discount of
approximately 14.16% to the closing mid-market price of 3.50 pence per
Existing Ordinary Share on 21 August 2025, being the last trading day prior to
the publication of this Announcement.
The Cornerstone Investors, together holding approximately 57.60% of Existing
Ordinary Shares, intend to participate in the Placing or Subscription (as
applicable). It is intended that the Company will raise approximately
£8,965,108 (in aggregate) through the issue of 298,836,933 new Ordinary
Shares to the Cornerstone Investors.
The Company is also proposing to carry out a separate retail offer to raise up
to approximately £1.5 million by issuing up to 50,000,000 new Ordinary Shares
at the Issue Price (the "Retail Offer" and, together with the Placing and
Subscription, the "Fundraise"). The Retail Offer will be available to existing
UK-based shareholders via the BookBuild Platform. The Retail Offer will
provide Retail Shareholders with an opportunity to participate in the
Fundraise. A separate announcement will be made shortly after the closing of
the Placing and Subscription by the Company regarding the Retail Offer and its
terms.
HIGHLIGHTS
· Placing and Subscription to raise in aggregate gross proceeds of
approximately £15.0 million through the issue of up to 500,000,000 new
Ordinary Shares at the Issue Price, the return of the co-founders Tom
Allsworth and Adam Minto (the "Founders") into the business and details of a
proposed new and refreshed strategy for Revolution Beauty, with a view to
returning it to long-term profitability.
· The gross proceeds of the Placing and Subscription will be used to
reduce debt, provide working capital, pay fees and provide a basis for the
business to return to growth.
· The Founders, alongside members of the existing leadership team,
intend to reset the business with a focus on three key strategic pillars: (1)
product development and pricing strategy, (2) a lean and efficient
organisation and (3) optimising marketing spend. Further details on each of
these three pillars is set out below.
· The net proceeds of the Retail Offer are expected to be used to
provide further liquidity headroom.
· The Fundraise is conditional upon, inter alia, the resolutions
required to implement the Fundraise being duly passed by Shareholders at the
General Meeting.
Panmure Liberum Limited "Panmure Liberum" is acting as nominated adviser,
joint broker and joint bookrunner, alongside Zeus Capital Limited "Zeus
Capital" who is also acting as joint broker and joint bookrunner (together,
the "Joint Bookrunners") in connection with the Placing and Subscription. The
Placing Shares are being offered by way of an accelerated bookbuild available
to qualifying investors (the "Accelerated Bookbuild"), which will be launched
immediately following the release of this Announcement, in accordance with the
terms and conditions set out in Appendix 2 to this Announcement.
None of the Placing, the Subscription or the Retail Offer have been
underwritten.
The timing of the closing of the Accelerated Bookbuild and the allocation of
Placing Shares to be issued at the Issue Price are to be determined at the
discretion of the Company and the Joint Bookrunners.
A further announcement will be released by the Company following the close of
the Accelerated Bookbuild, confirming the results of the Placing and
Subscription.
The person responsible for arranging this announcement on behalf of the
Company is Neil Catto, Chief Financial Officer.
For further information:
Revolution Beauty Group Plc
Iain McDonald (Non-executive Chair) / Neil Catto (CFO) +44 (0)20 3805 4822 (Via Headland Consultancy)
Panmure Liberum Limited (NOMAD, Joint Bookrunner, and Joint Broker) +44 (0)20 3100 2222
Bidhi Bhoma / Dru Danford / Edward Thomas / John More
Zeus Capital (Joint Bookrunner and Joint Broker) +44 (0)161 831 1512
Ben Robertson / Dominic King / Jordan Warburton
Headland Consultancy (Public Relations) +44 (0)203 805 4885
Matt Denham / Antonia Pollock
BACKGROUND TO AND REASONS FOR THE FUNDRAISE
The Company provided a trading update on 13 May 2025, announcing that FY25 had
been a transformational year for Revolution Beauty, during which it had
discontinued over 6,000 SKUs to create a scalable and profitable foundation
for future growth and that revenues for FY25 were approximately £141.6
million, down 26% year-on-year, reflecting the rationalisation of the product
and brand portfolio. The Company expected to report FY25 underlying adjusted
EBITDA of between £6.0 million and £6.5 million. In terms of trading and
FY26 outlook, the Company had planned for double digit net sales declines to
continue into the first quarter of FY26, driven by the remaining impact of the
SKU discontinuations, but trading in March and April 2025 proved to be softer
than planned, due primarily to performance weakness in pure play digital
retailers. Given the slower than anticipated start to the financial year, the
Company stated that management were continuing to reduce costs in line with
performance and to capture the benefits of having a simplified product and
brand portfolio.
Cash management remained tight and it became clear that the delivery of
Revolution Beauty's strategy would benefit from a more robust capital
structure, with additional capital to invest into the Company. As such, as
part of the trading update on 13 May 2025, the Board announced that it had
been actively reviewing the Company's funding structure.
On 21 May 2025, the Company announced that it was in discussions in respect of
support for an equity raise from its key shareholders. The Board
additionally confirmed that it had received a preliminary approach regarding a
possible offer for the entire issued and to be issued share capital of the
Company. To widen its strategic options, the Board unanimously concluded that
it would also be appropriate to investigate the sale of the Company and
therefore decided to commence a "Formal Sale Process" for the Company under
the Takeover Code (the "Formal Sale Process").
The Company also announced on 21 May 2025 that Iain McDonald had been
appointed as non-executive Chair, to support the Formal Sale Process, and that
Alistair McGeorge had stepped down from the Board. As a result of Iain's
significant listed company experience as a non-executive director, including
in takeover situations, the Board considered that he has the right skills to
oversee the immediate strategic steps of the Company, including the Formal
Sale Process and the Fundraise.
On 5 June 2025, the Board announced that Peter Hallett and Erin Brookes would
stand down from their roles as non-executive Directors of the Company and
members of the Board with immediate effect, to create a simplified
organisational structure across the Company and its Board, bringing greater
agility and cost efficiency.
The Board provided an update on the Formal Sale Process on 12 June 2025,
announcing that it had received proposals from a number of parties, which it
was evaluating together with its financial adviser. The Company also noted
that it continued positive engagement with its Shareholders, including in
respect of an equity raise, and was making encouraging progress on its cost
structure and go to market strategy.
In announcements on 19 June 2025 and 19 August 2025, the Company reiterated
that it continued to have constructive engagement with a number of interested
parties as part of the Formal Sale Process.
Ultimately, however, following those developments the Board concluded that it
had not received any proposals under the Formal Sale Process that were
recommendable to Shareholders and that it did not believe that continuing or
expanding the Formal Sale Process would deliver an outcome that would
satisfactorily meet the interests of all stakeholders. Consequently, earlier
today, the Company announced the termination of the Formal Sale Process, with
a view to focussing on the Fundraise.
Earlier today, the Board also announced that Tom Allsworth, one of Revolution
Beauty's co-founders, is set to return to the business as CEO in connection
with the Fundraise, to lead the implementation of a focused plan to restore
growth and set a clear path to long-term value creation, as set out in further
detail below. It is intended that Tom's appointment as CEO will take effect
shortly following the publication of the Circular and that Colin Henry will
step down as interim CEO at that point. Although it is intended that Colin
Henry will leave the business with immediate effect after stepping down as
interim CEO, he will be available to management during his six-month notice
period, if required. The Board also announced in the same announcement that
Adam Minto, the other co-founder of Revolution Beauty, will shortly also
return to the business in a consultancy role, further details as to which are
set out below.
In the same announcement earlier today, the Board also announced its unaudited
preliminary results for the financial year ended 28 February 2025 and provided
an update on current trading and outlook for FY26, further details of which
are contained below. The audited results for FY25 are due to be published by
31 August 2025 and the Company intends to meet that deadline. The Board also
announced, in the same announcement, that throughout this process, Revolution
Beauty had remained in contact with its Lenders to extend its existing
revolving credit facility and that the Fundraise will enable the Revolution
Beauty to reduce its level of net debt and provide sufficient working capital
to support the re-balanced plan. Please see below for details of the agreed
revised banking arrangements, which are conditional on completion of the
Fundraise.
At this time, the Board considers that the most effective route to rebuilding
Shareholder value is to pursue the Fundraise, to allow Revolution Beauty to
operate with prudent levels of leverage, invest in capital expenditure and
provide the working capital needed to pursue the strategic reset of Revolution
Beauty's business supported by the Founders.
PROPOSED STRATEGIC RESET OF REVOLUTION BEAUTY'S BUSINESS
A return to a founder-led management team
It is proposed that the Founders will return to help guide Revolution Beauty
through the next phase of its business. The Founders possess deep knowledge of
the brand, product and market and have a proven record of growing revenue
beyond current levels whilst maintaining high profit margins, historically
having grown the business to almost £190 million of revenue and delivering a
compound annual growth rate of 99% between FY14 and FY19 (from £4.4 million
of revenue to £136.5 million of revenue). Tom is set to return shortly to
the Company as CEO, bringing with him over 30 years of experience in skincare,
haircare and cosmetics manufacturing. Adam has extensive experience in
creating and supplying products for the beauty industry and will be engaged on
a consultancy basis by the Company, working two days per week and earning
£160,000 per annum. Given Adam's status as a substantial shareholder (as
defined under the AIM Rules) in the Company, the entry into the consultancy
agreement will be a "related party transaction" under the AIM Rules, and a
further announcement will be made as required in due course.
The Founders, alongside members of the existing leadership team, intend to
reset the business with a focus on three key strategic pillars: (1) product
development and pricing strategy, (2) a lean and efficient organisation and
(3) optimising marketing spend. Further details on each of these three
pillars is set out below.
(1) Product development and pricing strategy
Revolution Beauty's products are currently in approximately 22,000 'doors',
considerably more than the number at IPO in 2021, which was approximately
11,000. There is, therefore, already a platform from which to grow the
business, but this will require Revolution Beauty to focus on getting the
right products to the target consumer. The proposed strategy is to focus on
increasing productivity per 'door', as opposed to a focus on expanding into
new locations.
In recent years, product development has moved away from the Founders'
original vision of a 'Good' (£3-£5), 'Better' (£5-£8), 'Best' (£8-£12)
pricing model, which relied on more products being developed in the 'Good' and
'Better' categories, with a recent focus on launching products within the
'Best' and 'Better' price points and less emphasis on developing products in
the 'Good' category. Despite the business focussing its recent development on
the 'Best' category, only three products from this category were amongst the
top 20 best-selling Revolution Beauty products in Superdrug in 2025 and the
majority of the top ten best-selling Revolution Beauty products in Superdrug
and Boots in May 2025 were products developed by the Founders.
Going forward, the Founders, supported by the Board and the other members of
the existing leadership team, propose to:
· establish a product-led strategy for success, with fast, trend-driven
innovation supported by a focus on the "Good-Better-Best" pricing model;
· restore the balance across the product mix with a focus on products
within the 'Good' segment, to provide a more accessible range of products at
lower price points for consumers;
· define structured product streams ("Revolutionary", "Store Trend
Accelerators" and "Fast-Track Launches"), with an aim to create scalable
growth across markets and clear bring to market proposals; and
· enhance the digital-first strategy, so that more products are tested
via digital channels before being committed to retail stores.
In addition to the above, Revolution Beauty and Debenhams are currently in
discussions around a more formal commercial arrangement regarding future
collaboration, pursuant to which Revolution Beauty will supply certain
Debenhams brands with branded cosmetics under a licence agreement on an
exclusive basis, subject to a royalty payment. Given Debenhams' status as a
substantial shareholder (as defined under the AIM Rules) in the Company, the
entry into the licence agreement will be a "related party transaction" under
the AIM Rules, and a further announcement will be made as required in due
course.
(2) Lean and efficient organisation
The Founders' ambition is to create an efficient, focused organisation to
deliver their proposed renewed product development strategy, whilst also
unlocking significant cost savings. The Founders consider that Revolution
Beauty appears to have scaled ahead of business needs, with certain areas of
the business being over-resourced and operating with an inefficient structure.
The Founders, supported by the Board and the other members of the existing
leadership team, intend to effect a commercial review of the organisational
structure of the business to ensure that, moving forward, the Company is more
efficient and agile, by aligning functions around product streams. The aim
is to create clear accountability, allowing for faster decision-making and
enhanced cross-functional execution, to enable products to move efficiently
through the business and reach the consumer faster.
The Founders estimate that this streamlining will result in annual staff cost
savings of around £7.5 million to the business by FY27, as a result of a
material reduction of headcount across Revolution Beauty's geographies and
business functions. Any headcount reductions will be carried out pursuant to
a formal redundancy process and consistent with applicable laws and
regulations and any individuals affected will be treated in a manner in
accordance with Revolution Beauty's high standards, culture and practices. The
annual staff cost savings are an estimate based on data as at June 2025 and do
not include the costs associated with achieving this annual staff costs
savings figure.
(3) Optimising marketing spend
The Founders, supported by the Board and the other members of the existing
leadership team, aim to implement a leaner, performance-driven marketing model
and a disciplined capital allocation strategy, maximising the impact of every
pound spent and supporting both margin improvement and sustainable growth.
The Founders' view is that the use of higher cost channels has led to
inefficiencies and higher marketing costs than they intend to incur moving
forwards. The Founders believe that with a leaner focused team and an emphasis
on the channels that generate the highest returns, Revolution Beauty can
create a marketing model that leads to more efficient decision-making and an
adequate return on investment.
In the Founders' view, the key focus areas to achieve this are:
· rationalising marketing spend: to redirect investment to channels
that the Founders believe will yield greater returns, such as digital
platforms, the use of influencers and social-first product launches;
· prioritising key launches: to concentrate marketing support behind
hero franchises and top-performing new products, ensuring depth over breadth;
· return-on-investment driven model: to introduce strict
return-on-investment frameworks for both marketing and capital deployment,
focusing on what drives revenue, customer acquisition and brand engagement;
and
· analysing market performance: to focus on forecasting and market
effectiveness across product streams and customer channels.
Financial Health
The £15 million (before fees and expenses) to be raised through the Placing
and Subscription will be used to reduce debt, provide working capital and
provide a base for the business to return to growth. Any proceeds from the
Retail Offer will be used to provide further liquidity headroom. As
mentioned above, throughout this process, the Company has remained in contact
with its Lenders and has negotiated, subject to completion of the Fundraise,
revised loan terms and covenants to provide sufficient time and flexibility to
execute the strategic reset of Revolution Beauty's business outlined above.
CURRENT TRADING
Earlier today, the Company provided the following update on current trading
and outlook for FY26:
"Current trading and outlook
Year-on-year declines in net sales continued in the first quarter of the
financial year ending on 28 February 2026 ("FY26"), as the lack of sales from
discontinued products continued to impact revenue performance. The Company
has also continued with its clearance activity of stock on high levels of
sales cover. This has impacted gross margin in the first quarter and will
continue to do so throughout the rest of the first half of the financial
year. Gross margins in the first quarter have also been negatively impacted
by US tariff cost increases before cost price increases have been agreed with
retail partners.
Net sales in the first quarter of FY26 have declined 29% on FY25. The
Company has seen year-on-year decline rates improve in June and July 2025, and
expects revenues for the second quarter of FY26 to be lower than the same
period for FY25 by approximately 25%.
Action has been taken to address the declines in revenues by: resurrecting
profitable stock keeping units that have been discontinued; re-launching the
Relove value brand with new retail distribution partners; and establishing a
profitable discount outlet channel. The pipeline on new product development
has been enhanced, with more digital first product launches planned.
Commercial discipline has been improved, to focus on more profitable product
lines, customers and channels. There are a number of markets and retail
customers where performance has continued to be strong or has improved.
Sales on Amazon in both Europe and the US have continued to show strong
growth. Significant US retail customers have returned to year-on-year growth
and sales in some international markets, such as Turkey, have exceeded
expectations. Consequently, the Company expects year-on-year revenue decline
rates to reduce significantly in the second half of the year.
As noted above, Tom Allsworth is due to return to the business as CEO, to lead
a revised and rebalanced business plan to set a clear path back to growth and
long-term value creation, working alongside his fellow co-founder Adam Minto
as a consultant to the Company. At the heart of this plan is a return to
Revolution Beauty's original formula for success - fast, trend-driven
innovation combined with a product-led strategy. A key element of the plan
will be reducing the Company's cost base, which will provide financial
stability in the near term and will also encourage operational alignment
across all business functions. In addition to cost savings already realised,
the Founders estimate that an additional £7.5m of annual staff cost savings
can be realised by FY27 as a result of a material reduction of headcount
across the Group's geographies and business functions. Any headcount
reductions will be carried out pursuant to a formal redundancy process and
consistent with applicable laws and regulations and any individuals affected
will be treated in a manner in accordance with Revolution Beauty's high
standards, culture and practices. The annual staff cost savings are an
estimate based on data as at June 2025 and do not include the costs associated
with achieving this annual staff costs savings figure. Based on the
performance of the business in the first four months of FY26, the Company now
expects to achieve revenues in the range of £110m-£120m. The Company
expects to be able to recoup EBITDA losses incurred in the first half of the
year, so that adjusted EBITDA of low single digit millions will be achieved
after the staff cost saving measures referred to above have been
implemented. The strategy will be implemented to establish an annual
adjusted EBITDA run-rate of between £8m-£10m by the end of FY26, based on
realistic assessments of expected demand and achievable gross profit margins."
USE OF PROCEEDS
On completion of the Fundraise, the Company expects to receive proceeds of
approximately £15.0 million (before fees and expenses) from the Placing and
Subscription.
The gross proceeds from the Placing and Subscription will be used for the
following:
· £4.0 million will be used to repay some of Revolution Beauty's
existing debt;
· £2.5 million will be used for capital expenditure, to support growth
initiatives;
· £2.5 million will be used to fund working capital requirements;
· £2.0 million will be set aside as a general working capital
contingency;
· £1.9 million will be used for restructuring costs; and
· £2.1 million will be used for transaction costs.
Any proceeds from the Retail Offer will be used to provide further liquidity
headroom.
REVISED BANKING ARRANGEMENTS
As announced on 13 May 2025, while the Board has confidence in the medium-term
prospects for the Company, cash management has remained tight.
Cash balances at the end of July 2025 were £2.30 million and net debt was
£29.70 million, with a fully drawn revolving credit facility of £32 million
which runs to October 2025.
The Company has remained in ongoing constructive discussions with its Lenders
(HSBC UK Bank plc and National Westminster Bank plc) in relation to the
provision of waivers of certain potential covenant breaches under Revolution
Beauty's existing debt facilities. More recently, the Lenders agreed an
amendment to the minimum liquidity covenant, to prevent the Company being in
breach of the terms of its banking facilities.
Following positive discussions, the Lenders have agreed to extended and
revised banking terms, conditional on completion of the Fundraise.
Revolution Beauty has reached agreement with the Lenders for the revolving
credit facility limit to be reduced to £28 million (from £32 million), with
£4 million to be repaid from the proceeds of the Fundraise. The facility term
has been extended to 31 July 2028 (from 17 October 2025), subject to an agreed
amortisation schedule Under the amortisation schedule, the business will repay
£1 million on each quarter date beginning on 31 August 2027 until the end of
the facility.
The interest rate under the facility has been amended from SONIA +375 basis
points to SONIA +340 - 410 basis points, depending upon last twelve months'
EBITDA and there being no outstanding events of default. In addition to a
liquidity (minimum cash balance) covenant of £5 million (increasing to £7.5
million by £0.5 million per quarter from 31 August 2026), the revised
covenants include a trading covenant based on minimum EBITDA levels and the
Lenders have agreed to a covenant 'holiday' until May 2026.
As mentioned above, the revised banking arrangements are conditional on
completion of the Fundraise.
COMPLETION OF THE FUNDRAISE DOES NOT GURARANTEE THE FUTURE PROSPERITY OF
REVOLUTION BEAUTY
While the Fundraise is being undertaken with the intention of stabilising and
improving the financial and operational position of Revolution Beauty, no
assurance can be provided regarding the future success or viability of
Revolution Beauty. For example:
· Revolution Beauty operates in a dynamic and competitive environment.
Changes in market conditions, customer preferences, and technological
advancements can have a significant impact on Revolution Beauty's operations,
profitability and cash flow;
· whilst the Fundraise is intended to improve Revolution Beauty's
financial position, there is no certainty that the additional capital will be
sufficient to meet future requirements or to respond to unforeseen events or
business needs. A number of factors will affect whether any additional capital
will be required, such as the financial performance of Revolution Beauty,
market trends, consumer confidence in the Company's brand and wider economic
conditions. As such, the Company is currently not in a position to determine
how much additional capital may be required (if it is required at all) or when
it might be required;
· even with a lower level of net debt following the Fundraise, the
Company currently maintains a relatively high level of debt with its two
lenders. While the Founders anticipate that the measures they intend to
implement to drive growth and profitability will enhance Revolution Beauty's
long term value, the high debt levels still pose a substantial risk to the
ongoing solvency of Revolution Beauty. In the event of a material
deterioration in financial conditions, there is a consequential risk that the
Company breaches the covenants contained in Revolution Beauty's banking
facilities, which could accelerate repayment; and
· the global economic climate can influence Revolution Beauty's
performance. Economic downturns, fluctuations in exchange rates, and changes
in interest rate can all have adverse effects on Revolution Beauty's financial
health.
As a result of and following completion of the Fundraise, there is expected to
be a negative impact on earnings per share given the number of new Ordinary
Shares being issued pursuant to the Fundraise.
Shareholders are also reminded that, on 21 July 2023, the Company announced
that the Financial Conduct Authority ("FCA") had notified the Company that it
had commenced an investigation into whether the Company had contravened the UK
Market Abuse Regulation in the period between 13 July 2021 and 23 September
2022. The investigation remains ongoing and the Company has not yet received
any indication from the FCA of the findings or outcomes of the
investigation. If the FCA were to impose any fines, sanctions or other
measures on the Company, this could potentially have a significant and
material adverse impact on the Company's prospects and ability to carry on as
a going concern.
If the Company implements the Fundraise, all Shareholders (other than those
participating in the Fundraise) will suffer a dilution of approximately 36.74%
to their existing percentage holdings. This percentage is based on the
assumption that: (i) all of the Fundraise Shares are issued as part of the
Fundraise and (ii) there are no other changes to the number of Existing
Ordinary Shares in issue as at the date of this Announcement (including that
no person converts any convertible securities or exercises any options or
exercises any other right to subscribe for Ordinary Shares).
THE PLACING
The Company is seeking to conditionally place with certain current
Shareholders and other investors 345,132,401 Placing Shares in aggregate at
the Issue Price to raise proceeds of approximately £10.35 million (before
fees and expenses). The Placing is not being underwritten.
The Company's existing share allotment authorities are insufficient to allow
the Placing to proceed. Therefore, the Placing is conditional on the passing
of the Resolutions.
The Issue Price of 3.0 pence per Placing Share represents a 14.16% discount to
the closing mid-market price per Ordinary Share of 3.50 pence on 21 August
2025, being the last trading day prior to the publication of this
Announcement. The Placing Shares, when issued, will represent approximately
39.69% of the Enlarged Share Capital immediately following Admission (assuming
that the maximum number of Retail Offer Shares is issued).
The Placing is conditional on, amongst other matters, the passing of the
Resolutions at the General Meeting, and is expected to complete at 8.00 a.m.
on 15 September 2025, being the expected date of Admission. Should the
Resolutions not be passed, the Placing will not proceed, the Placing Shares
will not be issued and any associated subscription monies in respect of the
Placing Shares will be returned to investors.
The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Subject to the passing of the Resolutions,
it is expected that Admission will take place, and that trading will commence
on AIM, at 8.00 a.m. on 15 September 2025.
DETAILS OF THE PLACING AGREEMENT
On 22 August 2025, the Company, Panmure Liberum and Zeus Capital entered into
the Placing Agreement, pursuant to which Panmure Liberum and Zeus Capital each
agreed, subject to certain conditions, to use their respective reasonable
endeavours to procure subscribers for the Placing Shares pursuant to the
Placing.
The Placing Agreement contains customary representations, warranties and
undertakings and an indemnity from the Company in favour of each of Panmure
Liberum and Zeus Capital, together with provisions which enable Panmure
Liberum or Zeus Capital to terminate the Placing Agreement in accordance with
its terms in certain customary circumstances prior to Admission.
The obligations of Panmure Liberum and Zeus Capital under the Placing
Agreement are conditional, inter alia, upon Admission occurring by 8.00 a.m.
on 15 September (or such later date as Panmure Liberum, Zeus Capital and the
Company may agree).
The Placing Agreement provides for payment by the Company to Panmure Liberum
and Zeus Capital of commissions based on the number of Fundraise Shares placed
by each of them (excluding any Subscription Shares issued to Directors),
multiplied by the Issue Price.
The Company will bear all other expenses of, and incidental to, the Placing,
including the fees of the London Stock Exchange, printing costs, registrar's
fees, and all legal and accounting fees of the Company.
THE SUBSCRIPTION
The Company has conditionally raised approximately £4.65 million (before fees
and expenses) through the issue of 154,867,599 Subscription Shares to the
Subscribers at the Issue Price pursuant to the Subscription.
The Subscription has not been underwritten and, pursuant to the terms of the
Subscription Agreements, is also conditional, inter alia, upon the Resolutions
being duly passed at the General Meeting and Admission. If such conditions
are not satisfied, the Subscription will not proceed.
The Issue Price of 3.00 pence per Subscription Share represents a 14.16%
discount to the closing mid-market price per Ordinary Share of 3.50 pence on
21 August 2025, being the last trading day prior to the publication of this
Announcement. Following Admission, the Subscription Shares, when issued, will
represent approximately 17.81% of the Enlarged Share Capital immediately
following Admission (assuming that the maximum number of Retail Offer Shares
is issued).
The Subscription Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after the date of
Admission.
Application will be made to the London Stock Exchange for the Subscription
Shares to be admitted to trading on AIM. Subject to the passing of the
Resolutions, it is expected that Admission will take place, and that trading
will commence on AIM, at 8.00 a.m. on 15 September 2025.
THE RETAIL OFFER
The Retail Offer allows Retail Shareholders to participate in the Fundraise by
subscribing for Retail Offer Shares at the same price as the Placing Shares
and the Subscription Shares, through the financial intermediaries which are
listed, subject to certain access restrictions, on the BookBuild Platform.
The Retail Offer is not underwritten and is conditional, inter alia, upon the
Resolutions being duly passed at the General Meeting and Admission. The
Retail Offer will be announced and open shortly following the results of the
Placing and Subscription being announced and will close at 5.00 p.m. on 22
August 2025, with the results of the Retail Offer to be announced at 7.00 a.m.
on 26 August 2025.
The Issue Price of 3.0 pence per Retail Offer Share represents a 14.16%
discount to the closing mid-market price per Ordinary Share of 3.50 pence on
21 August 2025, being the last trading day prior to the publication of this
Announcement. The Retail Offer Shares, when issued, will represent
approximately 5.75% of the Enlarged Share Capital immediately following
Admission (assuming that the maximum number of Retail Offer Shares is issued).
The Retail Offer Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after the date of
Admission.
The Company is relying on an available exemption from the need to publish a
prospectus approved by the FCA in connection with the Retail Offer.
Application will be made to the London Stock Exchange for the Retail Offer
Shares to be admitted to trading on AIM. Subject to the passing of the
Resolutions, it is expected that Admission will take place, and that trading
will commence on AIM, at 8.00 a.m. on 15 September 2025.
RELATED PARTY TRANSACTIONS
As set out below, each of Iain McDonald and Neil Catto have agreed to
subscribe for a total of 1,999,999 Subscription Shares pursuant to the
Subscription. The relevant Directors will be treated as a "related party", and
their participation in the Subscription as a "related party transaction", for
the purposes of Rule 13 of the AIM Rules.
Each of Debenhams, Tom Allsworth and Adam Minto is a substantial shareholder
(as defined under the AIM Rules) in the Company, and they have agreed to
subscribe for a total of 298,836,934 Fundraise Shares pursuant to the Placing
(in the case of Debenhams) or the Subscription (in the case of Tom Allsworth
and Adam Minto). Each of Debenhams, Tom Allsworth and Adam Minto will,
therefore, also be treated as a "related party", and their participation in
the Fundraise as a "related party transaction", for the purposes of Rule 13 of
the AIM Rules.
The independent Directors for the purposes of the Fundraise (being Colin
Henry, Chris Fry and Rachel Horsefield) consider, having consulted with
Panmure Liberum, the Company's Nominated Adviser, that the participation in
the Fundraise by (i) Iain McDonald and Neil Catto and (ii) Debenhams, Tom
Allsworth and Adam Minto is fair and reasonable insofar as Shareholders are
concerned.
The individual subscriptions for the participating Directors, and their
holdings of Ordinary Shares on Admission, are set out below:
Director Existing shareholding (Number of Ordinary Shares) Number of new Ordinary Shares acquired* Shareholding on Admission (Number of Ordinary Shares)* % of the Enlarged Share Capital on Admission*
Iain McDonald - 1,666,666 1,666,666 0.20
Neil Catto - 333,333 333,333 0.04
Note: *assuming that each Director commits to subscribe for the same number of
New Ordinary Shares as set out in their Subscription Agreements, that no
Retail Offer Shares are issued and that there are no changes to the Existing
Share Capital between the date of this Announcement and Admission, other than
the issue of the Placing Shares and the Subscription Shares
Given each of Debenhams' and Adam Minto's status as a substantial shareholder
(as defined under the AIM Rules) in the Company, the entry into the proposed
licence agreement with Debenhams and the consultancy agreement with Adam Minto
will each be a "related party transaction" under the AIM Rules, and further
announcements will be made, as required in due course.
IRREVOCABLE UNDERTAKINGS
Each of Debenhams, Tom Allsworth and Adam Minto have irrevocably undertaken to
vote in favour of the Resolutions in respect of their own beneficial
shareholdings, representing, in aggregate, approximately 57.60% of the
Existing Ordinary Shares.
POSTING OF CIRCULAR
The Company intends to publish and send the Circular to Shareholders on or
around 26 August 2025, which will contain the Notice of General Meeting and
proposing the Resolutions. The Circular will also be available on the
Company's website www.revolutionbeautyplc.com.
IMPORTANT NOTICES
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Founders', the Company's or the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. The Company's actual performance, achievements and financial
condition may differ materially from those expressed or implied by the
forward-looking statements in this Announcement. In addition, even if the
Company's results of operations, performance, achievements and financial
condition are consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative of results
or developments in subsequent periods. Any forward-looking statements that
the Company makes in this Announcement speak only as of the date of such
statement and (other than in accordance with their legal or regulatory
obligations) neither the Company, nor the Joint Bookrunner's nor any of their
respective associates, directors, officers or advisers undertakes any
obligation to update such statements. Comparisons of results for current and
any prior periods are not intended to express any future trends or indications
of future performance, unless expressed as such, and should only be viewed as
historical data.
Panmure Liberum is authorised and regulated by the FCA in the United Kingdom
and is acting exclusively as nominated adviser, joint broker and joint
bookrunner for the Company and no one else in connection with the Placing or
any other matters referred to in this Announcement, and Panmure Liberum will
not be responsible to anyone (including any Placees) other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Placing or any other matters referred to in this
Announcement.
Zeus Capital, which is authorised and regulated in the United Kingdom by the
FCA, is acting as joint broker and joint bookrunner exclusively for the
Company and no one else in connection with the Placing and the contents of
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the Placing nor
will it be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Zeus Capital by FSMA or the
regulatory regime established thereunder, Zeus Capital accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. Zeus Capital accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of 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 Fundraise 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.
INFORMATION TO DISTRIBUTORS
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
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 in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding
the EU Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Announcement of the results of the Placing and Subscription 8.00 a.m. on 22 August
Announcement of the Retail Offer 8.05 a.m. on 22 August
Announcement of the results of the Retail Offer 7.00 a.m. on 26 August
Posting of the Circular 26 August
Latest time and date for receipt of proxies 10.00 a.m. on 9 September
General Meeting 10.00 a.m. on 11 September
Announcement of the results of the General Meeting 11 September
Admission and commencement of dealings in the Fundraise Shares 8.00 a.m. on 15 September
Fundraise Shares credited to CREST stock accounts 15 September
Despatch of definitive share certificates for Fundraise Shares by 29 September
Notes:
(i) References to times in this
Announcement are to London time (unless otherwise stated).
(ii) If any of the above times or dates
should change, the revised times and/or dates will be notified by an
announcement to an RIS.
(iii) The timing of the events in the above
timetable and in the rest of this Announcement is indicative only.
(iv) Certain of the events in the above
timetable are conditional upon, inter alia, the passing of the Resolutions to
be proposed at the General Meeting.
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHO ARE:
(A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED
INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION AS IT
FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND WHO ARE: (I)
PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED ("ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A)
TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPENDICIES) AND THE INFORMATION SET OUT
HEREIN 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. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE
APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICIES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE
IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
The distribution of this Announcement and/or the Placing and/or the offer or
sale of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken or will be taken by the Company, the Nominated
Adviser, the Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, the Nominated
Adviser, and the Joint Bookrunners to inform themselves about and to observe
any such restrictions. Persons (including, without limitation, nominees and
trustees) who have a contractual right or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
action.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
Each Placee should consult with its own advisers as to legal, financial,
regulatory, tax, business and related aspects of a subscription for the
Placing Shares. The price of shares and any income expected from them may go
down as well as up and Placees may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions contained herein and to be providing the
confirmations, agreements, representations, warranties, acknowledgements and
undertakings contained in this Appendix.
Details of the Placing Agreement, the Placing Shares and the Accelerated
Bookbuild
Panmure Liberum is acting as nominated adviser and Panmure Liberum and Zeus
Capital are acting as Joint Bookrunners in connection with the Placing and
Admission.
Panmure Liberum and Zeus Capital have today entered into the Placing Agreement
with the Company under which, amongst other things, the Joint Bookrunners have
agreed, as agents for and on behalf of the Company, to use their respective
reasonable endeavours to procure subscribers for Placing Shares, on the terms
and subject to the conditions set out herein.
The Joint Bookrunners will today commence the Accelerated Bookbuild to
determine demand for participation in the Placing by Placees immediately
following the publication of this Announcement. This Appendix gives details of
the terms and conditions of, and the mechanics of participation in, the
Placing. Members of the public are not entitled to participate. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
Placing is not being underwritten. The Placing Shares are not part of the
Retail Offer.
The Joint Bookrunners shall be entitled to effect the Placing by such
alternative method to the Accelerated Bookbuild as they may, in their
discretion following consultation with the Company, determine.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up and will rank pari
passu in all respects with, and be identical to, the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after the date of issue of the Placing
Shares and will, on issue, be free of all claims, liens, charges and equities.
Participation in, and principal terms of, the Accelerated Bookbuild and
Placing
1. The Joint Bookrunners are arranging the Placing as
joint bookrunners and agents of the Company for the purpose of procuring
Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by the Joint
Bookrunners. Each Joint Bookrunner may severally (but is not obliged to) agree
to be a Placee in respect of all or some of the Placing Shares or may nominate
any member of its group to do so.
3. The Issue Price will be a fixed price of 3.00 pence
per Placing Share and is payable to the Joint Bookrunners (as agents for the
Company) by all Placees whose bids are successful.
4. The number of Placing Shares to be issued at the
Issue Price will be agreed by the Joint Bookrunners in consultation with the
Company following completion of the Accelerated Bookbuild and will be recorded
in terms of subscription entered into between the Joint Bookrunners and the
Company. The number of Placing Shares to be issued will be announced by the
Company on a Regulatory Information Service following the completion of the
Accelerated Bookbuild.
5. Except as required by law or regulation, no press
release or other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.
6. To bid in the Accelerated Bookbuild, Placees should
communicate their bid by telephone or email to their usual sales contact at
the applicable Joint Bookrunner. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the Issue
Price. Bids may be scaled down by the Joint Bookrunners on the basis described
below. The Joint Bookrunners are arranging the Placing severally and not
jointly or jointly and severally as agents of the Company.
7. A bid in the Accelerated Bookbuild will be made on
the terms and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and, except with the
relevant Joint Bookrunners' consent, will not be capable of variation or
revocation after the time at which it is submitted. Following the relevant
Joint Bookrunner's oral or written confirmation of each Placee's allocation
and commitment to acquire Placing Shares, each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to the relevant
Joint Bookrunner (as agent for the Company), to pay to them (or as the
relevant Joint Bookrunner may direct) in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that Placee regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s). Each prospective Placee's obligations will be owed to the Company
and the Joint Bookrunners.
8. The Accelerated Bookbuild is expected to close later
today but may close later subject to the agreement of the Joint Bookrunners
and the Company. The Joint Bookrunners may, in agreement with the Company,
accept bids, either in whole or in part, that are received after the
Accelerated Bookbuild has closed.
9. The Joint Bookrunners are each acting exclusively for
the Company and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company for
protections afforded to their respective customers nor for providing advice in
relation to the matters described in this Announcement or any matter,
transaction or arrangement referred to in it.
10. The Joint Bookrunners may choose to accept bids, either
in whole or in part, on the basis of allocations determined in consultation
with the Company and may scale down any bids for this purpose on such basis as
they may determine or be directed. The Joint Bookrunners may also,
notwithstanding paragraphs 7 and 8 above, subject to the prior consent of the
Company:
· allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and
· allocate Placing Shares after the Accelerated Bookbuild has closed to
any person submitting a bid after that time.
11. The Company reserves the right (upon agreement with the
Joint Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing at its discretion.
12. Allocations of the Placing Shares will be determined by
the Joint Bookrunners in their discretion after consultation with the Company
in accordance with the FCA Handbook Conduct of Business Sourcebook (COBS).
Allocations will be confirmed (either orally or in writing) by the relevant
Joint Bookrunner and a form of confirmation will be despatched as soon as
possible thereafter. The terms and conditions of this Appendix will be deemed
incorporated therein. The relevant Joint Bookrunner's confirmation to such
Placee will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of the Joint
Bookrunners and the Company, to subscribe for the number of Placing Shares
allocated to it and to pay the Issue Price in respect of such shares on the
terms and conditions set out in this Appendix and in accordance with the
Company's articles of association.
13. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the relevant time, on the basis explained below under "Registration
and settlement".
14. All obligations of the Joint Bookrunners under the
Accelerated Bookbuild and the Placing will be subject to fulfilment or (where
applicable) waiver of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
15. By participating in the Accelerated Bookbuild and the
Placing, each Placee will agree that its rights and obligations in respect of
the Placing will terminate only in the circumstances described below under
"Right to terminate under the Placing Agreement" and will not be capable of
rescission or termination by the Placee.
16. To the fullest extent permissible by law and applicable
FCA rules and regulations, neither:
(a) the Joint Bookrunners;
(b) the Company;
(c) any of their respective affiliates, agents, directors,
officers or employees ("Representatives"); nor
(d) to the extent not contained within (a) or (b) or (c),
any person connected with the Joint Bookrunners as defined in the FSMA ((b)
and (c) being together "affiliates" and individually an "affiliate" of the
Joint Bookrunners),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, none of the
Joint Bookrunners, the Company, nor any of their respective Representatives
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the conduct of the
Accelerated Bookbuild and/or the Placing or of such alternative method of
effecting the Placing as the Joint Bookrunners and the Company may determine.
Each Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Joint Bookrunners shall
have no liability to the Placees for any failure by the Company to fulfil
those obligations.
17. The Placing Shares will be allotted and issued subject
to the terms and conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Joint Bookrunners' conduct of the Placing.
18. The times and dates in this Announcement may be subject
to amendment. The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Joint
Bookrunner's obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:
· the Refinancing Agreements having been executed and delivered and
each such document remaining in full force and effect, not having lapsed or
been terminated or amended in accordance with its terms prior to Admission;
· in the opinion of the Joint Bookrunners (acting in good faith), the
Warranties being true and accurate in all respects and not misleading on and
as of the date of the Placing Agreement, the time of execution of the Term
Sheet and immediately before Admission as if they had been repeated by
reference to the facts and circumstances then existing;
· the Subscription Agreements having become unconditional in all
respects save in respect to Admission;
· the Company having complied with all of its obligations under the
Placing Agreement which fall to be performed or satisfied on or prior to
Admission;
· prior to Admission there having been no material adverse effect which
the Joint Bookrunners consider, in their sole judgment (acting in good faith),
to be (singly or in the aggregate) material in the context of the group taken
as a whole, the Fundraising, Admission or post Admission dealings;
· the General Meeting having been duly convened and held and each
Resolution having been duly passed without amendment by the requisite
majority; and
· Admission occurring no later than 8.00 am on 15 September 2025 (or
such later time and/or date the Company and the Joint Bookrunners may agree).
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares is not fulfilled or, if permitted, waived by the Joint
Bookrunners in accordance with the Placing Agreement by the respective time or
date where specified (or such later time or date as the Company and each of
the Joint Bookrunners may agree not being later than the Final Date), or (ii)
the Placing Agreement is terminated in accordance with its terms, the Placing
will lapse and the Placees' rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time. In such instance,
each Placee agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect thereof.
The Joint Bookrunners may, in their absolute discretion, waive, or extend the
period (up to the Final Date) for compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that the conditions relating to Admission taking
place may not be waived. The period for compliance with such conditions may
not be extended beyond the Final Date. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
Neither the Joint Bookrunners nor any of their respective affiliates nor the
Company shall have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any decision they may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing, nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled, at any time prior to Admission, to
terminate the Placing Agreement in accordance with its terms in certain
customary circumstances.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by any Placee or any
prospective Placee at any time or in any other circumstances and the Placees'
participation will not be capable of rescission or termination by it after the
issue by the Joint Bookrunners of a contract note, electronic trade
confirmation or other (oral or written) confirmation confirming each Placee's
allocation and commitment in the Placing.
By participating in the Placing, Placees agree that the exercise by either of
the Joint Bookrunners of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of the Joint
Bookrunners, that they need not make any reference to Placees and that none of
the Company, the Joint Bookrunners nor any of their respective Representatives
shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any such
exercise or decision not to exercise.
Placees agree that they will have no rights against the Joint Bookrunners, the
Company or any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
Restriction on further issue of shares and certain other matters
The Company has undertaken to the Joint Bookrunners, inter alia, that it will
not, and will use its reasonable endeavours to procure that neither it nor any
member of its group nor their respective employees will, between the date of
the Placing Agreement and 90 days after Admission:
(a) enter into any agreement, commitment or arrangement or vary or waive the
terms or conditions of any commitment or agreement already entered into or
which it enters into which is or may be material in the context of the
business or affairs of the group or which could adversely affect the Placing
without having first obtained the prior written consent of each of the Joint
Bookrunners; or
(b) issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to
sell or issue, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of or announce any offering or issuance of any
Ordinary Shares or any interest in Ordinary Shares or any securities
convertible into or exchangeable for or substantially similar to Ordinary
Shares or any interest in Ordinary Shares.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document or
prospectus has been or will be submitted to be approved by the FCA or
submitted to the London Stock Exchange in relation to the Placing or the
Placing Shares.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Joint Bookrunners or
any other person and none of the Company, the Nominated Adviser, the Joint
Bookrunners nor any other person acting on such person's behalf nor any of
their respective Representatives has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business advice.
Nothing in this paragraph shall exclude the liability of any person for fraud
or fraudulent misrepresentation by that person.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that Admission will take
place at 8.00 a.m. on 15 September 2025 (or such later time or date as the
Company and each of the Joint Bookrunners may agree, not being later than the
Final Date) and that dealings in the Placing Shares on AIM will commence at
the same time.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
within CREST is expected to occur on 15 September 2025 ("Settlement Date").
Settlement will take place on a delivery versus payment basis. However, the
Joint Bookrunners and the Company reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they deem necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a form of
confirmation in accordance with the standing arrangements in place with the
relevant Joint Bookrunner stating the number of Placing Shares allocated to it
at the Issue Price, the aggregate amount owed by such Placee to the relevant
Joint Bookrunner and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the Placing Shares that it has in place with the relevant Joint
Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Joint Bookrunners.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Panmure Liberum: 4FQAQ
CREST Participant ID of Zeus Capital: 601
Expected trade time and date: 8.00 a.m. on 22 August 2025
Settlement date: 8.00 a.m. on 15 September 2025
ISIN code for the Placing Shares: GB00BP7L1T61
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Joint Bookrunners' 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 may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares,
such Placee confers on the Joint Bookrunners all such authorities and powers
necessary to carry out such sale and agrees to ratify and confirm all actions
which the relevant Joint Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Joint Bookrunners nor the Company shall be responsible for payment thereof.
Placees will not be entitled to any fee or commission in connection with the
Placing.
Representations, warranties, undertakings and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (including any
prospective Placee, and any person acting on such Placee's or prospective
Placee's behalf) irrevocably confirms, represents, warrants, acknowledges,
agrees and undertakes (as the case may be) with the Company and the Joint
Bookrunners (in their capacity as bookrunners and placing agents of the
Company in respect of the Placing) in each case as a fundamental term of its
application for Placing Shares, that:
1. it has read and understood this Announcement
(including this Appendix) in its entirety and that its participation in the
Accelerated Bookbuild and the Placing and its subscription for and purchase of
the Placing Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and it undertakes not to
redistribute or duplicate this Announcement;
2. its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination by it in any
circumstances;
3. no offering document, admission document or
prospectus has been or will be prepared in connection with the Placing (nor is
one required under the UK Prospectus Regulation or other applicable law) and
that it has not received and will not receive a prospectus, admission document
or other offering document in connection with Admission, the Accelerated
Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
4. the Placing does not constitute a recommendation or
financial product advice and the Nominated Adviser and the Joint Bookrunners
has not had regard to its particular objectives, financial situation or needs;
5. none of the Nominated Adviser, the Joint Bookrunners,
the Company nor any of their respective Representatives has provided, nor will
provide, it with any material regarding the Placing Shares or the Company
other than this Announcement; nor has it requested any of the Nominated
Adviser, the Joint Bookrunners, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide it with
any such information;
6. (i) it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on this Announcement and
any information publicly announced to a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information"); (ii) the Company's Ordinary Shares are
admitted to trading on AIM and the Company is therefore required to publish
certain business and financial information in accordance with the rules and
practices of AIM and UK relevant regulatory authorities (the "Exchange
Information"), which includes a description of the nature of the Company's
business, most recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask questions)
concerning the Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing;
7. (i) neither the Company nor the Joint Bookrunner nor
any of their respective affiliates has made any warranties or representations
to it, express or implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the Publicly
Available Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not hold the
Bookrunner or any of their respective affiliates responsible for any
misstatements in or omissions from any Publicly Available Information or any
Exchange Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. the content of this Announcement and the Publicly
Available Information is exclusively the responsibility of the Company and
that none of the Nominated Adviser, the Joint Bookrunners, any persons acting
on their behalf nor any of their respective affiliates has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in, or omission from, this Announcement or any
Publicly Available Information, nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement, the
Publicly Available Information or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Publicly Available
Information including (without limitation) the Exchange Information, such
information being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, investigation made or
representations, warranties or statements made by the Bookrunner or the
Company or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf and neither the
Bookrunner nor the Company nor any of their respective affiliates nor any of
their respective Representatives will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement;
9. it, and any prospective beneficial owner for whose
account or benefit it is purchasing the Placing Shares, is and, at the time
the Placing Shares are subscribed for, will be located outside the United
States and is acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;
10. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S of the Securities Act;
11. it understands that the Placing Shares:
(a) have not been and will not be registered or otherwise
qualified for distribution by way of a prospectus under the securities laws of
the United States, Australia, Canada, Japan, the Republic of South Africa, or
any state, province, territory or jurisdiction thereof;
(b) may not be offered, sold, taken up, renounced,
distributed or delivered or transferred, directly or indirectly, within, into
or from 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 Nominated Adviser, the Joint
Bookrunners or any person acting on behalf of the Company or, the Nominated
Adviser or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States, Australia, Canada,
Japan, 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;
12. it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are subscribed for, neither it nor
the beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, Australia, Japan, the Republic of South Africa or any province or
territory of Canada or any other jurisdiction in which it is unlawful to make
or accept an offer to acquire the placing shares;
13. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903
or 904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under
the Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
14. it understands that the Placing Shares have not been,
and will not be, registered under the Securities Act or with any regulatory
authority of any other state or other jurisdiction of the United States and
may not be offered, sold or resold in or into or from the United States or to,
or for the account or benefit of, US Persons (as defined in Regulation S)
except pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from the registration requirements of the Securities
Act and in accordance with applicable state securities laws;
15. it will not distribute, forward, transfer or otherwise
transmit this Announcement, or any other presentational or other materials
concerning the Placing, directly or indirectly, whether in whole or in part,
in, into or from the United States, Australia, Canada, Japan or the Republic
of South Africa (including electronic copies thereof);
16. it understands that there may be certain consequences
under United States and other tax laws resulting from an investment in the
Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
17. it:
(a) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
subscribing for or purchasing the Placing Shares;
(b) will not look to the Nominated Adviser or the Joint
Bookrunners for all or part of any loss it may suffer as a result of any such
subscription or purchase;
(c) is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in
the Placing Shares; and
(e) has no need for liquidity with respect to its investment
in the Placing Shares;
18. the issue to it, or the person specified by it, for
registration as holder, of the Placing Shares will not give rise to a stamp
duty or stamp duty reserve tax liability under (or at a rate determined under)
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
19. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Money Laundering Regulations;
20. it is not:
(a) an entity or an individual with whom transactions are
prohibited under the US Foreign Corrupt Practices Act of 1977 or is the
subject of any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury;
(b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(c) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Joint
Bookrunners such evidence, if any, as to the identity or location or legal
status of any person which they may request from it in connection with the
Placing (for the purpose of complying with the Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by the Joint
Bookrunners on the basis that any failure by it to do so may result in the
number of Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as the Joint
Bookrunners may decide at their sole discretion;
21. in order to ensure compliance with the Regulations, the
Joint Bookrunners (for themselves severally and as agent on behalf of the
Company), or the Company's registrars may, in their absolute discretion,
require verification of its identity, location or legal status. Pending the
provision to the Joint Bookrunners or the Company's registrars (the
"Registrars"), as applicable, of evidence of identity, location or legal
status, definitive certificates in respect of the Placing Shares may be
retained at the Joint Bookrunners' absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed in
either of the Joint Bookrunner's or the Registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity, location or legal status, the Joint Bookrunners (for
themselves severally and as agent on behalf of the Company), or the Registrars
have not received evidence satisfactory to them, either Joint Bookrunner
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on the
conditional allocation of Placing Shares allotment will, if already paid, be
returned without interest to the account of the drawee's bank from which they
were originally debited;
22. it irrevocably appoints any duly authorised officer of
each Joint Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or the Registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares for
which it agrees to acquire upon the terms of this Announcement;
23. its participation in the Placing would not give rise to
an offer being required to be made by it, or any person with whom it is acting
in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly authorised to do so
and has full power to make the acknowledgements, warranties, representations,
confirmations, undertakings, and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable to the
Company and/or Joint Bookrunners for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it is acting
for another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
25. if it is a financial intermediary, as that term is used
in Article 2(d) of the EU Prospectus Regulation or Article 5(1) the UK
Prospectus Regulation, as applicable, it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to EEA Qualified
Investors or in the United Kingdom to Relevant Persons;
26. if it is in Relevant Member State, it is an EEA
Qualified Person;
27. if it is in the United Kingdom, it is a Relevant Person;
28. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA, except to EEA Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in any member state in the EEA within the meaning of
Article 2(d) of the EU Prospectus Regulation;
29. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to UK Qualified
Investors 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 Article 2(d) of the UK Prospectus Regulation;
30. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or a member state of the
EEA prior to the expiry of a period of six months from Admission except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or within the meaning of the UK Prospectus
Regulation, or an offer to the public in any member state of the EEA within
the meaning of the EU Prospectus Regulation;
31. 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 the FSMA) relating to the Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that this Announcement has
not been approved by either Joint Bookrunner 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 financial promotion
by an authorised person;
32. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions of the FSMA, the Criminal
Justice Act 1993 and UK MAR) with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving the United Kingdom;
33. unless otherwise specifically agreed with the Nominated
Adviser and the Joint Bookrunners in writing, in the case of a Relevant Person
in the United Kingdom who acquires any Placing Shares pursuant to the Placing,
it is a Qualified Investor within the meaning of Article 2(e) of the UK
Prospectus Regulation and in the case of a Relevant Person in a member state
of the EEA who acquires any Placing Shares pursuant to the Placing, that it is
a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus
Regulation;
34. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of COBS and it is acquiring Placing Shares for
investment only and not with a view to resale or distribution;
35. neither it nor, as the case may be, its clients expect
the Joint Bookrunners to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by COBS, and that the Joint Bookrunners are not acting for it or its
clients, and that the Joint Bookrunners will not be responsible for providing
the protections afforded to clients of the Joint Bookrunners or for providing
advice in respect of the transactions described in this Announcement;
36. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this Appendix)
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 Nominated Adviser,
the Joint Bookrunners, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;
37. it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
the terms and conditions of this Announcement (including this Appendix) on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other persons or sold as the Joint Bookrunners may each 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 fall short
of the product of the Issue Price and the number of Placing Shares allocated
to it and may be required to bear any stamp duty, stamp duty reserve tax or
other similar taxes (together with any interest or penalties) which may arise
upon such placing or sale of such Placee's Placing Shares on its behalf;
38. none of the Nominated Adviser, the Joint Bookrunners,
nor any of their respective Representatives nor any person acting on behalf of
any of them is making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that its participation in the Placing is on the basis that it is
not and will not be a client of either the Nominated Adviser or the Joint
Bookrunners in connection with its participation in the Placing and that
neither the Nominated Adviser nor the Joint Bookrunners have any duty nor
responsibility to it for providing the protections afforded to their clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
39. the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case may
be. None of the Nominated Adviser, the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty reserve tax or
other similar taxes resulting from a failure to observe this requirement or
the requirement in paragraph 18 above ("Indemnified Taxes"); each Placee and
any person acting on behalf of such Placee agrees to indemnify the Company,
the Nominated Adviser and the Joint Bookrunners, on an after-tax basis, in
respect of any Indemnified Taxes;
40. indemnify on an after tax basis and hold the Company,
the Nominated Adviser, the Joint Bookrunners and each of their respective
Representatives 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 its representations, warranties, acknowledgements,
agreements and undertakings in this Appendix or incurred by the Joint
Bookrunners, the Company or each of their respective Representatives arising
from the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
41. except as set out in paragraph 42 below, it has neither
received nor relied on any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993) concerning the Company prior
to or in connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of material
non-public information;
42. if it has received any 'inside information' (for the
purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) in relation to the Company and its securities in advance of
the Placing, it has received such information within the market soundings
regime provided for in Article 11 of UK MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the securities
of the Company; (ii) encouraged, recommended or induced another person to deal
in the securities of the Company; or (iii) unlawfully disclosed inside
information to any person, prior to the information being made publicly
available;
43. if it is a pension fund or investment company, its
purchase of Placing Shares is in full compliance with applicable laws and
regulations;
44. the Company, the Nominated Adviser, the Joint
Bookrunners and their respective Representatives and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements, agreements, and undertakings which are given to the Company,
the Nominated Adviser and the Joint Bookrunners for themselves and on behalf
of the Company and are irrevocable and it irrevocably authorises the Company,
the Nominated Adviser and the Joint Bookrunners 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. It agrees that if any of the
acknowledgements, representations, warranties, undertakings and agreements
made in connection with its subscribing and/or acquiring of Placing Shares is
no longer accurate, it shall promptly notify the Company, the Nominated
Adviser and the Joint Bookrunners;
45. none of the Company, the Nominated Adviser or the Joint
Bookrunners owes any fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement;
46. its commitment to take up Placing Shares on the terms
set out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's, the Nominated Adviser's or the Joint Bookrunners' conduct of the
Placing;
47. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares to which it will be entitled, and required,
to subscribe for, and that the Nominated Adviser, the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned maximum;
48. it has the funds available to pay for the Placing Shares
for which it has agreed to subscribe;
49. time is of essence as regards its obligations under this
Appendix;
50. it may be asked to disclose in writing or orally to the
Joint Bookrunners: (i) if he or she is an individual, his or her nationality;
or (ii) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
51. information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars' computer
system(s), and acknowledges and agrees that for the purposes of the General
Data Protection Regulation (EU) 2016/679 and other relevant data protection
legislation which may be applicable ("Data Protection Law"), the Company and
the Registrars are required to specify the purposes for which they will hold
personal data; and that it has obtained the consent of any data subjects to
the Registrars and the Company and their respective associates holding and
using their personal data for the Purposes (as defined below). For the
purposes of this Announcement, "data subject", "personal data" and "sensitive
personal data" shall have the meanings attributed to them in the Data
Protection Law. The Company and the Registrars will only use such information
for the purposes set out below (collectively, the "Purposes"), being to:
(a) process its personal data (including sensitive personal
data) as required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on it;
(b) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares;
(c) provide personal data to such third parties as the
Company or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares or as
the Data Protection Law may require, including to third parties outside the
United Kingdom or the EEA;
(d) without limitation, provide such personal data to the
Company or the Nominated Adviser or the Joint Bookrunners for processing,
notwithstanding that any such party may be outside the United Kingdom or the
EEA States; and
(e) process its personal data for the Company's or
Registrars' internal administration; and
52. these terms and conditions and any agreements entered
into by it pursuant to the terms and conditions set out in this Appendix, 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 Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, the Nominated Adviser or the Joint Bookrunners 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, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Joint Bookrunners, and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax in the United Kingdom relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Joint Bookrunners
will be responsible for such stamp duty or stamp duty reserve tax. The Placees
shall indemnify the Company, the Nominated Adviser and the Joint Bookrunners
on an after-tax basis for any stamp duty or stamp duty reserve tax paid by
them in respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the relevant Joint
Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Bookrunners and any of their respective affiliates may,
at their absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or person acting on behalf of the Placee is dealing with either
Joint Bookrunner, any money held in an account with the relevant Joint
Bookrunner on behalf of a Placee and/or any person acting on behalf of a
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The 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
Joint Bookrunner's money in accordance with the client money rules and will be
used by the relevant Joint Bookrunner in the course of its own business and
the Placee will rank only as a general creditor of the relevant Joint
Bookrunner.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
All times and dates in this Announcement are references to London (UK) time
and may be subject to amendment. The relevant Joint Bookrunner shall notify
the Placees and any person acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Nominated Adviser, the Joint Bookrunners or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
APPENDIX 3
DEFINITIONS
"Accelerated Bookbuild" has the meaning given to it in this Announcement
"Admission" admission of the Fundraise Shares to trading on AIM becoming effective in
accordance with the AIM Rules, which is expected to occur at 8.00 a.m. on 15
September 2025
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM rules for Companies published by London Stock Exchange
"Board" the board of directors of the Company from time to time
"BookBuild Platform" the online capital markets platform developed by BB Technology Limited
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"Circular" the circular proposed to be sent to Shareholders on or around 26 August 2025,
which will contain the Notice of General Meeting and propose the Resolutions
"COBS" the FCA's Conduct of Business Sourcebook
"Company" or "Revolution Beauty" Revolution Beauty Group plc (registered number 11666025) and, where the
context so admits, Revolution Beauty Group plc and its subsidiary undertakings
"Cornerstone Investors" Debenhams and the Founders
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Debenhams" boohoo Group plc
"Directors" the directors of the Company
"EBITDA" earnings before interest, taxes, depreciation and amortisation
"Enlarged Share Capital" the issued ordinary share capital of the Company immediately following
Admission
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EU Target Market Assessment" has the meaning given to it in this Announcement
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this Announcement
"Financial Conduct Authority" or "FCA" the Financial Conduct Authority of the UK
"Formal Sale Process" has the meaning given to it in this Announcement
"Founders" has the meaning given to it in this Announcement
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Final Date" 19 September 2025
"Fundraise" the Placing, the Subscription and the Retail Offer
"Fundraise Shares" the Placing Shares, the Subscription Shares and the Retail Offer Shares
"FY14" the business' financial year ended in 2014
"FY19" the Company's financial year ended in 2019
"FY25" the Company's financial year ended on 28 February 2025
"FY26" the Company's financial year ending on 28 February 2026
"FY27" the Company's financial year ending on 28 February 2027
"General Meeting" the general meeting of the Company to be convened by the Notice of General
Meeting, at which the Resolutions will be proposed
"Issue Price" 3.00 pence per Fundraise Share
"Joint Bookrunners" Panmure Liberum and Zeus Capital
"Lenders" HSBC UK Bank plc and National Westminster Bank plc in their capacities as
lenders to the Company
"London Stock Exchange" London Stock Exchange plc
"MiFID II" has the meaning given to it in this Announcement
"MiFID II Product Governance Requirements" has the meaning given to it in this Announcement
"Nominated Adviser" Panmure Liberum in its capacity as nominated adviser to the Company
"Notice of General Meeting" the notice of the General Meeting to be included in the Circular
"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company
"Panmure Liberum" Panmure Liberum Limited, registered in England and Wales with company number
04915201 and having its registered office at Level 12, Ropemaker Place, 25
Ropemaker Street, London, EC2Y 9LY
"Placee" a person who chooses to participate in the Placing by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
"Placing" the proposed conditional placing of the Placing Shares at the Issue Price
pursuant to the Placing Agreement and which is conditional on, inter alia, the
passing of the Resolutions
"Placing Agreement" the conditional agreement dated 22 August 2025 and made between Panmure
Liberum, Zeus Capital and the Company in relation to the Fundraise
"Placing Shares" up to 350,365,994 new Ordinary Shares to be issued by the Company at the Issue
Price pursuant to the Placing, conditional on, inter alia, the passing of the
Resolutions
"Refinancing Agreement" the arrangements described under the heading "Revised Banking Arrangements" in
this Announcement
"Resolutions" the resolutions to be proposed at the General Meeting required to implement
the Fundraise
"Retail Offer" the proposed conditional offer by the Company of the Retail Offer Shares,
through the BookBuild Platform, to Retail Shareholders
"Retail Shareholders" Shareholders who are resident in the United Kingdom and are a customer of one
of the intermediaries operating through the BookBuild Platform
"RIS" a regulatory information service as defined in the FCA Handbook
"Shareholders" holders of Ordinary Shares
"SKUs" stock keeping units
"SONIA" Sterling Overnight Index Average
"Subscribers" persons procured by the Company to subscribe for Subscription Shares at the
Issue Price pursuant to the provisions of the Subscription Agreements, being
the Founders, Iain McDonald and Neil Catto
"Subscription" the proposed conditional subscription for the Subscription Shares at the Issue
Price by the Subscribers under the terms of the Subscription Agreements and
which is conditional on, inter alia, the passing of the Resolutions
"Subscription Agreements" the agreements entered into between the Company and the Subscribers in
connection with the Subscription
"Takeover Code" The City Code on Takeovers and Mergers
"Target Market Assessment" has the meaning given to it in this Announcement
"Term Sheet" the term sheet to be entered into between Panmure Liberum, Zeus Capital and
the Company following the completion of the Accelerated Bookbuild
"Warranties" the warranties given by the Company to Panmure Liberum and Zeus Capital in the
Placing Agreement
"UK Product Governance Requirements" has the meaning given to it in this Announcement
"United States" has the meaning given to it in this Announcement
"Zeus Capital" Zeus Capital Limited, registered in England and Wales with company number
04417845 and having its registered office at 82 King Street, Manchester, M2
4WQ
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEUASARVAUWUURRecent news on Revolution Beauty
See all newsREG - Revolution Beauty Gp - Total Voting Rights
AnnouncementREG - Revolution Beauty Gp - Result of AGM
AnnouncementREG - Revolution Beauty Gp - Directorate Change
AnnouncementREG - Revolution Beauty Gp - Holding(s) in Company
AnnouncementREG - Revolution Beauty Gp - Holding(s) in Company
Announcement