REG - RM PLC - Proposed Placing to raise approximately £13.5m
10/10/2025 11:00
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RNS Number : 9389C RM PLC 10 October 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (THIS "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. 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 PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN RM PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF RM PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
10 October 2025
RM plc
Proposed Placing to raise approximately £13.5 million
RM plc (LSE: RM) (the "Company" or, together with its subsidiary undertakings,
the "Group"), a leading global education technology ("EdTech"), digital
learning and assessment solutions provider, today announces a proposed placing
to raise proceeds of approximately £13.5 million (before expenses) (the
"Placing") through the issue of new ordinary shares of 2 2/7 pence each
("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a
price of 95 pence per Placing Share (the "Placing Price").
Placing highlights
● Placing to raise approximately £13.5 million (before
expenses) through the issue of the Placing Shares at a price of 95 pence per
Placing Share.
● The Placing Price represents a discount of 5 per cent.
to the closing middle market price of 100 pence per Ordinary Share on 9
October 2025, being the latest practicable date prior to the publication of
this Announcement.
● The net proceeds of the Placing will be deployed to (i)
complete the separation work required to facilitate disposals by the Group of
non-core assets; (ii) strengthen RM Ava and accelerate its development through
capital investment; (iii) invest in RM Assessment's sales and marketing
capability; and (iv) general working capital purposes.
● Certain directors of the Company intend to participate
in the Placing pursuant to the terms and conditions of the Placing as set out
in the appendix (the "Appendix") to this Announcement. The Appendix forms part
of this Announcement.
● The final number of Placing Shares to be placed will be
determined by Singer Capital Markets, in consultation with the Company, at the
close of the Bookbuilding Process (each as defined below) and the result will
be announced as soon as practicable thereafter. The timing for the close of
the Bookbuilding Process and the allocation of the Placing Shares will be
determined together by Singer Capital Markets and the Company.
● The Placing is not conditional upon the approval by the
Company's shareholders ("Shareholders").
● The Placing is subject to the terms and conditions set
out in the Appendix.
● The Placing is not being underwritten.
Singer Capital Markets Securities Limited ("Singer Capital Markets") is acting
as sole bookrunner and sole broker in connection with the Placing. Singer
Capital Markets will commence a bookbuilding process in respect of the Placing
immediately following the publication of this Announcement (the "Bookbuilding
Process").
Background to and reasons for the Placing
As set out in its interim results for the six month period ended 31 May 2025
("HY25"), the Company is highly focussed on positioning RM for sustainable,
long-term growth. The Company set out the Group's strategic roadmap to create
a simpler, more profitable business following a detailed review of RM's
portfolio to identify core areas of the Group's business which were best
placed to capitalise on the substantial EdTech opportunities.
The Company continues to experience positive momentum following the Group's
turnaround, having strengthened operations through a new management team,
major restructuring and strategic new hires, as well as having identified and
delivered £20 million of annualised cost savings across the Group.
The Group's three business divisions comprise Assessment, TTS (Technical
Teaching Solutions) and Technology.
The Group's Assessment division has been identified as the Group's core asset
and the market shift to digital education and assessment is driving this
material growth phase as evidenced by recent new contract wins.
The global EdTech market is forecast to increase by $170.8 billion at a
compound annual growth rate of 15.9 per cent. between 2024 and 2029 (source:
Technavio). RM Assessment's current focus area has a $10.0 billion target
addressable market, projected to reach $30.0 billion by 2029 - 2033.
RM Assessment has a core of high-quality customers who have been with the
business for many years and revenue from these core customers has grown at an
average compound annual growth rate of 8.9 per cent. since 2018.
The division has experienced positive momentum following the Group's strategic
turnaround, having more than doubled its contracted order book to £95.7
million as at 30 November 2024 compared to £40.8 million as at 30 November
2023, with continued momentum in 2025 reflected in a 96 per cent. retention
rate in respect of contract renewals. Significantly, RM Assessment has won
major long-term contracts with International Baccalaureate (IB) and Cambridge
University Press & Assessment (CUPA), to partner with them on their
journey to fully digitalised assessments. As at HY25, RM Assessment's
contracted order book stood at approximately £100 million, with visibility of
a further approximately £100 million of future revenues from existing
contracts via negotiated contact extensions and soft backlog.
In June 2025, the Company launched RM Ava, a single platform spanning the full
assessment lifecycle for both small and enterprise customers, to capitalise on
the positive momentum driven by the market shift to digital education and
assessment. The Company continues to develop RM Ava as a strategic priority to
capture new business opportunities, expand gross margins and to unite core
solutions into one world-leading digital accreditation platform.
The majority of the net proceeds of the proposed Placing will be used as
capital investment into RM Ava's development and to invest in sales and
marketing capability to drive its growth, with the aim of doubling RM
Assessment's current revenues and delivering an EBITDA margin of over 20 per
cent. in the medium term.
Further, in order to achieve the Company's strategy of creating a high-growth
pureplay assessment business, the board of directors of the Company intends to
simplify the Group's business, and dispose of non-core assets. In order to
facilitate this simplification, diligent separation work must be undertaken to
streamline structures by removing the need for shared processes and systems
that add complexity and cost and untangling legacy IT complexity such that
each division can adopt technology that suits it. Therefore, part of the
proceeds of the Placing will be used to invest in the legal and operational
separation of the Group's three divisions. Cost savings from separation are
expected to generate a reduction of approximately 10 per cent.
(approximately £3 million) in corporate overheads by the end of 2027.
The balance of the net proceeds of the Placing will be used for general
working capital purposes.
Use of net proceeds
The net proceeds of the Placing will be used as follows:
● £2 million - £3 million - to complete the separation
work required to facilitate disposals of non-core assets and enable future
cost savings;
● approximately £6 million - to strengthen RM Ava and
accelerate its development, enabling growth and bolstering the competitive
position of the core RM Assessment division through capital investment;
● approximately £1 million - to invest in RM Assessment's
sales and marketing capability to help achieve the Company's growth ambitions;
and
● £2 million - £3 million - for general working capital
purposes and balance sheet flexibility.
Details of the Placing
The Company is proposing to raise approximately £13.5 million (before
commissions, fees and expenses) by means of the Placing. The aggregate net
proceeds after costs related to the Placing are expected to be approximately
£12.8 million.
The Appendix sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral, electronic or written offer to
acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such
offer on the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
Singer Capital Markets will commence the Bookbuilding Process immediately
following the publication of this Announcement. The number of Placing Shares
to be issued will be determined at the close of the Bookbuilding Process. The
book will open with immediate effect following this Announcement. The timing
of the closing of the Bookbuilding Process and allocations are at the absolute
discretion of Singer Capital Markets and the Company. Details of the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuilding Process. The Placing is not being underwritten.
Admission, settlement and CREST
Application will be made to the London Stock Exchange for admission of the
Placing Shares to listing in the equity shares (commercial companies) category
of the Official List of the Financial Conduct Authority (the "FCA") and to
trading on London Stock Exchange plc's (the "London Stock Exchange") main
market for listed securities ("Admission").
Settlement for the Placing Shares and Admission are expected to take place on
or around 8.00 a.m. on 14 October 2025.
The Placing is conditional upon, among other things, the placing agreement
between the Company and Singer Capital Markets (the "Placing Agreement") not
being terminated in accordance with its terms, and Admission becoming
effective.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
Enquiries:
RM plc investorrelations@rm.com
Mark Cook (Chief Executive Officer)
Simon Goodwin (Chief Financial Officer)
Daniel Fattal (Company Secretary and investor relations)
Singer Capital Markets - sole bookrunner and sole broker +44 207 496 3000
Asha Chotai / Tom Salvesen / Oliver Platts
Headland Consultancy (Financial PR) +44 203 805 4822
Stephen Malthouse (smalthouse@headlandconsultancy.com)
Chloe Francklin (cfrancklin@headlandconsultancy.com)
Dan Mahoney (dmahoney@headlandconsultancy.com)
About RM
RM was founded in 1973, with a mission to improve the educational outcomes of
learners worldwide. More than fifty years on, RM is a trusted global EdTech,
digital learning and assessment solution provider, transforming learners,
educators, and accreditors to be more productive, resilient, and
sustainable. RM's simple approach enables it to deliver best in class
solutions to optimise accreditation outcomes.
RM is focused on delivering a consistently high-quality digital experience,
acting as a trusted consultative partner to provide solutions that deliver
real impact for learners worldwide. RM's three businesses comprise:
· Assessment - a global provider of assessment software, supporting
exam awarding bodies, universities, and governments worldwide to digitise
their assessment delivery.
· TTS (Technical Teaching Solutions) - an established provider of
education resources for early years, primary schools, and secondary schools
across the UK and to ministries of education and independent institutions
worldwide.
· Technology - a market-leading advisor and enabler of ICT software,
technology and bespoke services to UK schools and colleges.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Mark Cook, a director of the Company.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN RM PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN 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 OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Singer Capital Markets or any of their
respective affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Singer Capital Markets to
inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering
of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the approval of
the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South African Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares; and the Placing Shares have
not been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix. Members of the public are not eligible to take
part in the Placing and no public offering of Placing Shares is being or will
be made.
This Announcement may contain, or may be deemed to 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. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Bookbuilding Process and the Placing, and Singer
Capital Markets 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 Bookbuilding Process or the Placing
or any other matters referred to in this Announcement.
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 Singer Capital Markets or by any of its Representatives 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 therefor 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the main market for listed
securities of the London Stock Exchange.
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 Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that 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, Singer Capital
Markets 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, Singer Capital Markets will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own EU Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN RM PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN 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 OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER
OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Singer Capital Markets or any of its
Representatives that would permit an offer of the Placing Shares or possession
or distribution of this Announcement or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Singer Capital Markets to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering
of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South African Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Singer Capital Markets and the Company
that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of Singer Capital
Markets has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. in the case of a Relevant Person in a member state of the
EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in a Relevant State other than Qualified Investors
or in circumstances in which the prior consent of Singer Capital Markets has
been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix;
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and any account
referred to in paragraph 4 above) is outside of the United States acquiring
the Placing Shares in offshore transactions as defined in and in accordance
with Regulation S under the Securities Act; and
7. the Company and Singer Capital Markets will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by the
FCA in relation to the Placing or the Placing Shares and Placees' commitments
will be made solely on the basis of (i) the information contained in this
Announcement, (ii) any information publicly announced through a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement and (iii) the business and financial information that the
Company is required to publish in accordance with the UK Listing Rules and the
Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 (the "UK MAR") (together, the "Publicly Available Information") and
subject to any further terms set out in the contract note, electronic trade
confirmation or other (oral or written) confirmation to be sent to individual
Placees.
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 information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Singer Capital Markets or the Company or any other person and
none of Singer Capital Markets, the Company nor any other person acting on
such person's behalf nor any of their respective 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. 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 fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer Capital Markets has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, Singer Capital Markets, as
agent for and on behalf of the Company, has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares. The Placing is not
being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Existing Ordinary Shares after the
date of issue of the Placing Shares.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period
of 90 days after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does
not prevent the grant or exercise of options under any of the Company's
existing share incentives and share option schemes, or following Admission the
issue by the Company of any Ordinary Shares upon the exercise of any right or
option or the conversion of a security already in existence.
Application for admission
Application will be made to the London Stock Exchange for admission of the
Placing Shares to listing in the equity shares (commercial companies) category
of the Official List of the FCA and to trading on the London Stock Exchange's
main market for listed securities.
Settlement for the Placing Shares and Admission are expected to take place on
or before 8.00 a.m. on 14 October 2025.
The Bookbuilding Process
Singer Capital Markets will commence the Bookbuilding Process 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. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Singer Capital Markets and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuilding Process as they may, in their
sole discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. Singer Capital Markets is acting as bookrunner to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Singer Capital Markets to
participate. Singer Capital Markets and any of its affiliates are entitled
to enter bids in the Bookbuilding Process.
3. The price per Placing Share (the "Placing Price") is fixed
at 95 pence and is payable to Singer Capital Markets (as agent for the
Company) by all Placees whose bids are successful. The number of Placing
Shares will be agreed between Singer Capital Markets and the Company following
completion of the Bookbuilding Process. The number of Placing Shares will be
announced by the Company (such announcement being the "Placing Results
Announcement") following the completion of the Bookbuilding Process and the
entry into the Placing Agreement by the Company and Singer Capital Markets.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales contact at
Singer Capital Markets. Each bid should state the number of Ordinary Shares
which a Placee wishes to acquire at the Placing Price. Bids may be scaled
down by Singer Capital Markets on the basis referred to in paragraph 9
below. Singer Capital Markets is arranging the Placing as agent of the
Company.
5. The Bookbuilding Process is expected to close no later than
5.00 p.m. on 10 October 2025 but may be closed earlier or later subject to the
agreement of Singer Capital Markets and the Company. Singer Capital Markets
may, in agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed. The Company reserves the right (upon
agreement of Singer Capital Markets) to reduce or seek to increase the amount
to be raised pursuant to the Placing, in its discretion.
6. Each Placee's allocation will be determined by Singer
Capital Markets in its discretion following consultation with the Company and
will be confirmed to Placees either orally or by email by Singer Capital
Markets. Singer Capital Markets may choose to accept bids, either in whole
or in part, on the basis of allocations determined at its absolute discretion,
in consultation with the Company, and may scale down any bids for this purpose
on the basis referred to in paragraph 9 below.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process detailing the aggregate number
of the Placing Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced
by a contract note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Singer Capital Markets. The terms of
this Appendix will be deemed incorporated in that contract note, electronic
trade confirmation or other (oral or written) confirmation.
9. Subject to paragraphs 4, 5 and 6 above, Singer Capital
Markets may choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any bids for this
purpose on such basis as it may determine or be directed. Singer Capital
Markets may also, notwithstanding paragraphs 4, 5 and 6 above, subject to the
prior consent of the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process 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 Singer Capital
Markets' consent will not be capable of variation or revocation after the time
at which it is submitted. Following Singer Capital Markets' oral or written
confirmation of each Placee's allocation and commitment to acquire Placing
Shares, each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Singer Capital Markets (as agent for the Company), to pay
to it (or as it may direct) in cleared funds an amount equal to the product of
Placing Price and the number of Placing Shares such Placee has agreed to
acquire and the Company has agreed to allot and issue to that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by Singer Capital Markets or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
14. By participating in the Bookbuilding Process, each Placee
will agree that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) Singer Capital Markets;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person
connected with Singer Capital Markets as defined in the FSMA ((b) and (c)
being together "affiliates" and individually an "affiliate" of Singer Capital
Markets);
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Singer Capital Markets nor
any of its affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Singer Capital
Markets' conduct of the Bookbuilding Process or of such alternative method of
effecting the Placing as Singer Capital Markets and the Company may agree.
Each Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and Singer Capital Markets
shall have no liability to the Placees for any failure by the Company to
fulfil those obligations.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Placing Price and the aggregate amount owed by them to Singer
Capital Markets.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Singer Capital
Markets in accordance with either the standing CREST or certificated
settlement instructions which they have in place with Singer Capital Markets.
Settlement of transactions in the Placing Shares (ISIN: GB00BJT0FF39)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 14
October 2025 in accordance with the contract note, electronic trade
confirmation or other (oral or written) confirmation. Settlement will be on
a delivery versus payment basis. However, in the event of any difficulties
or delays in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and Singer Capital Markets may agree
that the Placing Shares should be issued in certificated form. Singer
Capital Markets reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other means as
it deems necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
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 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Singer Capital
Markets.
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 Singer Capital Markets: NNQAN
Expected trade date: 10 October 2025
Settlement date: 14 October 2025
ISIN code for the Placing Shares: GB00BJT0FF39
Deadline for Placee to input instructions into CREST: 11.00 a.m. on 13 October 2025
Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer Capital Markets may sell any or all of the Placing Shares
allocated to that Placee on their behalf and retain from the proceeds, for
Singer Capital Markets' own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the Placing Price
and for any stamp duty or stamp duty reserve tax (together with any interest
or penalties) imposed in any jurisdiction which may arise upon the sale of
such Placing Shares on its behalf. By communicating a bid for Placing
Shares, such Placee confers on Singer Capital Markets all such authorities and
powers necessary to carry out such sale and agrees to ratify and confirm all
actions which Singer Capital Markets lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) 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 or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Singer Capital Markets under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) in the opinion of Singer Capital Markets (acting in good faith), none of the representations and warranties on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the applicable time (being 5.00 p.m. on the date on which the Placing Term Sheet is signed (or such other time as is notified to the Company by Singer Capital Markets) or Admission), by reference to the facts and circumstances then subsisting;
(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission, save where Singer Capital Markets (acting in good faith) considers that any non compliance is not (singly or in the aggregate) material in the context of the Group taken as a whole, the Placing or Admission;
(c) the Company and Singer Capital Markets agreeing the final number of Placing Shares and executing the Placing Term Sheet no later than 5.00 p.m. on the date of this Announcement (or such later time and/or date as Singer Capital Markets may agree with the Company);
(d) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(e) Admission having become effective at or before 8.00 a.m. on 14 October 2025 or such later time as Singer Capital Markets may agree with the Company (not being later than 8.00 a.m. on 28 October 2025),
(all conditions to the obligations of Singer Capital Markets included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Singer Capital Markets in accordance with the Placing Agreement within the
stated time periods (or such later time and/or date as the Company and Singer
Capital Markets may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placees' rights and
obligations shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Singer Capital Markets may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the Conditions in whole or in
part, or extend the time provided for fulfilment of one or more Conditions,
save that certain Conditions including the condition relating to Admission
referred to above may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
Singer Capital Markets may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Singer Capital Markets nor any of its 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 any of them may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision any of them
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 Singer Capital Markets.
Termination of the Placing
Singer Capital Markets may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to Admission if, inter
alia:
(a) in the opinion of SCM (acting in good faith), any of the representations and warranties contained in the Placing Agreement is or becomes (by reference to the facts, matters or circumstances from time to time existing) untrue or inaccurate or misleading;
(b) there has been a breach by the Company or any of its undertakings, covenants or obligations under the Placing Agreement which Singer Capital Markets considers (acting in good faith) to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Placing or Admission;
(c) there has been a material adverse change in or affecting, the condition (financial, operational, legal or otherwise), prospects, earnings, net asset value, funding position, management, business affairs or operations of the Company which Singer Capital Markets considers (acting in good faith), to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Placing or Admission, or
(d) in the event of force majeure.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the
Company and Singer Capital Markets that the exercise by the Company or Singer
Capital Markets of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company or Singer Capital Markets or for agreement between the Company
and Singer Capital Markets (as the case may be) and that neither the Company
nor Singer Capital Markets need make any reference to such Placee and that
none of the Company, Singer Capital Markets nor any of their respective
Representatives shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise. Each Placee further agrees that they will
have no rights against Singer Capital Markets, 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).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Singer Capital Markets of a
contract note, electronic trade confirmation or other (oral or written)
confirmation confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Singer Capital Markets (in its capacity as bookrunner and
Placing agent of the Company in respect of the Placing) that (save where
Singer Capital Markets expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and acknowledges that
no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation or other
applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on the main
market for listed securities of the London Stock Exchange, and that the
Company is therefore required to publish certain business and financial
information in accordance with the UK Listing Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014 as it applies in the United Kingdom as
it forms part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK MAR")), which includes a description of the
nature of the Company's business and the Company's most recent balance sheet
and profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither Singer Capital Markets nor the Company nor any of their respective
Representatives nor any person acting on behalf of any of them has provided,
and will not provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this Announcement or
the Publicly Available Information; nor has it requested Singer Capital
Markets, the Company, any of their respective Representatives or any person
acting on behalf of any of them to provide it with any such information;
5. neither Singer Capital Markets nor any person acting on
behalf of it nor any of its Representatives has or shall have any liability
for any Publicly Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
information in this Announcement and the Publicly Available Information;
(b) neither Singer Capital Markets, nor the Company (nor any of
their respective Representatives) have made any representation or warranty to
it, express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the Publicly
Available Information, nor will it provide any material or information
regarding the Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Singer Capital
Markets or any person acting on its behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither Singer Capital Markets nor any persons acting on its
behalf nor any of their respective Representatives is responsible for or has
or shall have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or the
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. Nothing in this Appendix shall
exclude any liability of any person for fraudulent misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares
is, nor will, at the time the Placing Shares are acquired, be a resident of
the United States, Australia, Canada, the Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, Australia, Canada, the Republic of
South Africa or Japan and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for that purpose
is required;
10. it may be asked to disclose in writing or orally to Singer
Capital Markets: (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;
11. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it will pay
the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other Placees or sold at such price
as Singer Capital Markets determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and will honour
such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
13. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a resident
of, or with an address in, or subject to the laws of, the United States,
Australia, Canada, the Republic of South Africa or Japan, and it acknowledges
and agrees that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United States,
Australia, Canada, the Republic of South Africa or Japan and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
14. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act;
15. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
17. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) of the Securities Act and will be subject to
restrictions on resale and transfer subject to certain exceptions under US
law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 of the Securities Act for resales or transfers
of Placing Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons (as
defined in the Securities Act);
18. 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;
19. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
20. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated, definitive
form and acknowledges and agrees that the Placing Shares may, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
21. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those terms are
defined in Regulation D under the Securities Act) or any "directed selling
efforts" (as such term is defined in Regulation S under the Securities Act);
22. 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;
23. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
24. none of Singer Capital Markets, the Company 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
participation in the Placing is on the basis that it is not and will not be a
client of Singer Capital Markets and that Singer Capital Markets has no duties
or responsibilities to it for providing the protections afforded to its
clients or for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any Conditions or
exercise any termination right;
25. it will make payment to Singer Capital Markets for the
Placing Shares allocated to it in accordance with the terms and conditions of
this Announcement on the due times and dates set out in this Announcement,
failing which the relevant Placing Shares may be placed with others on such
terms as Singer Capital Markets determines in its absolute discretion without
liability to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the Placing proceeds of such Placing Shares and
may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
26. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that 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;
27. no action has been or will be taken by any of the Company,
Singer Capital Markets or any person acting on behalf of the Company or Singer
Capital Markets that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
28. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Singer Capital Markets and the Company will not be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to indemnify the Company and Singer Capital Markets in respect of the
same on the basis that the Placing Shares will be allotted to a CREST stock
account of Singer Capital Markets or transferred to a CREST stock account of
Singer Capital Markets who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement instructions with
it;
29. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2) of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State 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. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined in Article
2(e) of the EU Prospectus Regulation;
32. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to 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 Singer Capital Markets in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial promotion
by an authorised person;
33. it has complied and it 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 relevant provisions of the FSMA and the UK MAR
in respect of anything done in, from or otherwise involving the United
Kingdom);
34. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in the United Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Singer Capital Markets has been
given to each proposed offer or resale;
35. if in the United Kingdom, unless otherwise agreed by Singer
Capital Markets, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
36. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it warrants that
it has received such information within the market soundings regime provided
for in Article 11 of UK MAR and has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
37. Singer Capital Markets and its affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or otherwise dealt
with should be read as including any offer to, or subscription, acquisition or
dealing by, Singer Capital Markets and/or any of its affiliates acting as an
investor for its or their own account(s). Neither Singer Capital Markets nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or regulatory
obligation to do so;
38. it:
(a) 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");
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(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 Singer Capital
Markets such evidence, if any, as to the identity or location or legal status
of any person which it 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 Singer Capital Markets 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 Singer Capital Markets may
decide at its sole discretion;
39. in order to ensure compliance with the Regulations, Singer
Capital Markets (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Singer Capital Markets or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at Singer
Capital Markets' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at Singer Capital
Markets' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity Singer Capital Markets (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either Singer Capital Markets and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from which they
were originally debited;
40. 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;
41. any money held in an account with Singer Capital Markets on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant 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 Singer Capital
Markets' money in accordance with the client money rules and will be used by
Singer Capital Markets' in the course of its business; and the Placee will
rank only as a general creditor of Singer Capital Markets;
42. Singer Capital Markets may choose to invoke the CASS
Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook
Client Assets Sourcebook) with regard to settlement of funds, in connection
with the Placing, should it see fit;
43. neither it nor, as the case may be, its clients expect
Singer Capital Markets to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the COBS, and that Singer Capital Markets is not acting for it or
its clients, and that Singer Capital Markets will not be responsible for
providing the protections afforded to clients of Singer Capital Markets or for
providing advice in respect of the transactions described in this
Announcement;
44. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the contract note, the
electronic trade confirmation or other (oral or written) confirmation will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or Singer Capital Markets' conduct of the Placing;
45. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
46. it irrevocably appoints any duly authorised officer of
Singer Capital Markets as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to acquire upon the terms of this Announcement;
47. the Company, Singer Capital Markets and others (including
each of their respective Representatives) will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements, which are given to Singer Capital Markets on its own behalf and on
behalf of the Company and are irrevocable;
48. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company and Singer Capital Markets
for the performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another person);
49. subject to acquiring any Placing Shares, it will be bound by
the terms of the articles of association of the Company;
50. time is of the essence as regards its obligations under this
Appendix;
51. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Singer Capital Markets;
52. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
53. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Bookbuilding Process and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination or 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 interest chargeable thereon) may be taken by
the Company or Singer Capital Markets in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Singer Capital
Markets 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 the representations,
warranties, acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or incurred
by Singer Capital Markets, 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 the completion of the Placing.
The rights and remedies of Singer Capital Markets 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.
Placees should note that they will be liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares and each Placee, or the Placee's nominee, in respect of
whom (or in respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable), forthwith
and to indemnify on an after-tax basis and to hold harmless the Company and
Singer Capital Markets in the event that either the Company and/or Singer
Capital Markets have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Singer Capital Markets for itself and on behalf
of the Company and are irrevocable.
Singer Capital Markets Securities Limited is authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing, and Singer Capital Markets 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 Bookbuilding Process or the Placing or any other matters
referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Singer Capital Markets does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings,
acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Singer Capital Markets may (at its absolute discretion) satisfy
its obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Singer Capital Markets, any money held in an account with Singer Capital
Markets on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules; as a consequence this money will not be segregated
from Singer Capital Markets' money in accordance with the client money rules
and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London (UK) time, unless
otherwise stated.
All times and dates in this Announcement may be subject to amendment.
Placees will be notified of any changes.
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
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needing advice should consult an independent financial adviser.
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securities of the London Stock Exchange.
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. END IOEPKKBQCBDKOKDRecent news on RM
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