REG - Roebuck Food Group - Proposed Investment and Fundraising
13/12/2024 18:15
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RNS Number : 1185Q Roebuck Food Group PLC 13 December 2024
ROEBUCK FOOD GROUP PLC
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 BOTH GENERALLY AND AS IT FORMS PART OF UK DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF ROEBUCK FOOD GROUP PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
ROEBUCK FOOD GROUP PLC
("Roebuck" or "the Company", AIM: RFG)
Proposed Investment in GlasPort Bio Limited and GlasPort Rumen Tech Limited
Proposed Placing and Subscription to raise up to €8.5 million
Extraordinary General Meeting
Investment
Roebuck Food Group plc (AIM: RFG) a group focused on growth and innovation
within the food and agribusiness sectors announces conditional agreements:
- to acquire a controlling interest of between 35-38.7% in GlasPort
Bio Limited ("GlasPort Bio"), with an option to increase its holding to 94.47%
of voting shares, exercisable in the period from 18 months to 4 years
following completion; and
- to acquire an interest of 13-16.7% in GlasPort Rumen Tech Limited
("GlasPort Rumen Tech").
GlasPort Bio, an early-stage biotechnology company based in Galway, is focused
on Greenhouse Gas mitigation in agriculture, allowing farmers to increase
their productivity and profitability whilst reducing their carbon emissions.
GlasPort Bio's most developed technology is GasAbate ("GasAbate"). GasAbate is
a market ready manure management additive, proven to reduce methane emissions
by 80%. The technology has been installed on several demonstration farms
around Ireland, and is participating in on-farm trials in other European
countries.
GlasPort Rumen Tech, formerly part of GlasPort Bio, has a product known as
RumenGlas ("RumenGlas") in an earlier stage of development. RumenGlas is a
ruminant feed additive which has been shown to reduce methane, hydrogen and
carbon dioxide emissions from ruminant livestock.
The RumenGlas business was transferred to GlasPort Rumen Tech, by way of a
restructuring, in December 2024. These separate ruminant-feed and
manure-additive businesses will continue separately in the two companies.
Post acquisition, Roebuck will control the Board of GlasPort Bio and Justin
McCarthy, currently a senior executive in Roebuck will become CEO of GlasPort
Bio and Executive Chair of GlasPort Rumen Tech, and will no longer have
executive responsibilities in RFG.
GlasPort Bio Limited, as at 30(th) June 2024 as the combined business, had
revenue of €31,999 and had net assets of €368,729.
.
Consideration
The investment in GlasPort Bio is being made by a combination of purchase of
existing shares and subscription for new shares at a pre-money valuation of
€12 million, as follows:
- the purchase of between 70,757 and 78,619 existing ordinary shares
of €0.00001 each in the share capital of GlasPort Bio from certain of the
existing shareholders for aggregate cash consideration of between €2.25
million and €2.5 million; and
- the subscription for between 94,343 and 110,066 new ordinary shares
of €0.00001 each in the share capital of GlasPort Bio for cash consideration
of between €3 million and €3.5 million.
Roebuck will also be granted a call option to increase its stake in the voting
shares of GlasPort Bio to 94.47%, with the post-fundraising valuation price as
the floor price and valuation uplifts for the achievement of certain
milestones for GasAbate during the option period, being:
• US Patent Approval;
• upon inclusion in the greenhouse Gas Submission
Inventory calculation for Ireland or another market of similar size, and;
• upon inclusion in a second country's inventory
calculation (similar sized market) or inclusion by one of a
select group of multinational food processors as the criteria for
sustainability premia payments to farmers.
The call option is exercisable between 18 months and 4 years post transaction
completion.
The investment in GlasPort Rumen Tech is at a pre money valuation of €5
million by way of a subscription for new shares in the share capital of
GlasPort Rumen Tech Limited for cash consideration of between €0.75 million
and €1 million.
Placing and Subscription
The Company intends to raise gross proceeds of up to €8.5 million by means
of:
- a placing of new Ordinary Shares to certain institutional,
professional, and other investors at a price per Ordinary Share to be
established pursuant to the Book Build described below ("the Fundraise Price")
(the "Placing");
- subscriptions for new Ordinary Shares from other investors at the
Fundraise Price (the "Subscription").
The Placing and Subscription (the "Fundraising") will be subject to
shareholder approval of the Investment and the passing of a resolution
authorising the issue of the Placing Shares and Subscription Shares at an EGM
to be convened following completion of the Book Build.
The EGM is planned to take place on 23 January 2025 and in any event no later
than 31 January 2025. A circular to shareholders containing the proposed
resolution or resolutions to be proposed at the EGM and other information is
planned to be despatched as soon as possible after the Fundraising and in any
event in time for an EGM to be held within the envisaged timetable. A
further announcement will be made when the circular is posted.
Directors and Senior Management intend to invest €185,000 as part of the
Fundraising. The proceeds of the Fundraising will be used to pay for the
Investment and costs associated with the transaction and for general working
capital requirements. J&E Davy are acting as broker on the Placing.
Bookbuild
The Fundraising is to be conducted by way of an accelerated bookbuild process
("the Book Build") which will commence immediately following this Announcement
and will be on the terms and conditions of the Placing Agreement described in
Appendix 1 to this Announcement.
A further announcement confirming the closing of the Book Build, the Fundraise
Price, and the number of Placing Shares and Subscription Shares to be issued
is expected to be made in due course.
Further Information
Commenting on the Investment and the Placing, Chief Executive Kieran Mahon
stated: "This is a great new step out for Roebuck as we seek to grow in new
and exciting areas of the food and agri business sector. We are energised by
the growth opportunity represented by GlasPort and look forward to getting
innovative products like GasAbate established in the market as quickly as
possible"
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix 3 of this Announcement
unless the context requires otherwise. Particulars of and the terms and
conditions of the Placing are set out in Appendix 1 to this Announcement.
Further particulars of the Investment are set out in Appendix 4 of this
Announcement.
The directors of the Company accept responsibility for this Announcement.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Book Build described in the Appendices to
this Announcement (which form part of this Announcement).
By choosing to participate in the Placing and/or the Subscription and by
making an oral and legally binding offer to acquire Fundraising Shares,
investors will be deemed to have read and understood this Announcement in its
entirety (including the Appendices), and to be making such offer on the terms
and subject to the conditions of the Placing contained herein, and to be
providing the representations, warranties and acknowledgements contained in
the Appendices.
Enquiries:
Roebuck Food Group plc
Aidan Hughes, Finance Director
Telephone: + 44 1293 862 498
J & E Davy (Broker)
Anthony
Farrell
Telephone: + 353 1 679 6363
Niall
Gilchrist
Telephone: + 353 1 614 2878
Davy
Davy, which is authorised and regulated in Ireland by the Central Bank of
Ireland, is acting as the Company's nominated adviser (under the AIM Rules)
and broker to the Company in relation to the Placing. Davy will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Davy or for providing advice to any other person in
connection with the Placing or the Subscription. Davy accepts no liability
whatsoever for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information, for which it is
not responsible. Davy has not authorised the contents of, or any part of, this
Announcement and no liability whatsoever is accepted by Davy for the accuracy
of any information.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within:
(a) EU Directive 2014/65/EU on markets in financial instruments,
as amended ("MiFID II");
(b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II;
(c) local implementing measures;
(d) the foregoing as they form part of the law of the United
Kingdom by virtue of the UK European Union (Withdrawal) Act 2018
(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 such
Placing Shares are:
(i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and
(ii) eligible for distribution through all distribution channels
as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of 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 Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Bookrunner will only procure investors who meet the criteria
of professional clients and eligible counterparties or who are Relevant
Persons, as that term is defined in Appendix 1.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1
Terms and Conditions of the Placing
IMPORTANT INFORMATION REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE
REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT INVITED TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA")
AND THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ITS DELEGATED AND
IMPLEMENTING REGULATIONS) (THE "PROSPECTUS REGULATION", WHICH SHALL BE DEEMED
TO INCLUDE EQUIVALENT OR COMPARABLE UNITED KINGDOM LAW) ("QUALIFIED
INVESTORS"),
(B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND
(II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND
(C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT TO AND IN CIRCUMSTANCES WHICH WOULD NOT TRIGGER THE REQUIREMENT
TO PUBLISH A PROSPECTUS PURSUANT TO THE PROSPECTUS REGULATION,
(EACH A "RELEVANT PERSON").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO AND DOING SO DOES NOT TRIGGER THE REQUIREMENT TO PUBLISH A PROSPECTUS
PURSUANT TO THE PROSPECTUS REGULATION. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND
THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE
COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE
AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL TO DO SO.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Persons (including individuals, funds or otherwise) who are invited to and who
have chosen to participate in the Placing (and any person acting in such
person's behalf), by making an oral or written offer to subscribe for Placing
Shares will be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix.
Preliminary Representations by Placees
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given. In
particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) 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 any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the 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 any member state of the EEA or the UK or to
which the Prospectus Regulation otherwise applies other than Qualified
Investors or in circumstances in which the prior written consent of the
Bookrunner has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or the UK other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;
3 except as otherwise permitted by the Bookrunner,
(i) it and the person(s), if any, for whose account or benefit
it is acquiring the Placing Shares are purchasing the Placing Shares in an
"offshore transaction" as defined in Regulation S under the Securities Act;
(ii) it is aware of the restrictions on the offer and sale of
the Placing Shares pursuant to Regulation S; and
(iii) the Placing Shares have not been offered to it by means of
any "directed selling efforts" as defined in Regulation S;
4 it is acquiring the Placing Shares for its own account or
as a financial intermediary (as that term is used in Article 5(1) of the
Prospectus Regulation) 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 and agreements contained in this Announcement;
5 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer restrictions set out
in this Appendix;
6 it acknowledges that:
(i) the Placing Shares have not been and will not be
registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not
be offered, sold or transferred, directly or indirectly, within the United
States 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; and
(ii) 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 and any representation to the contrary is a
criminal offence in the United States.
7 the Company and the Bookrunner will rely upon the truth
and accuracy of the foregoing representations, acknowledgements and
agreements.
Notice to intermediaries
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix (or
the Announcement of which it forms part) should seek appropriate advice before
taking any action.
Details of the Placing
The Bookrunner has entered into a placing agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
the Bookrunner has agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Fundraise Price.
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects.
The New Ordinary Shares will, when issued, rank pari passu in all respects
with the existing Ordinary Shares in the Company, including the right to
receive dividends and other distributions declared, made or paid after the
date of their allotment.
Application for admission to trading
Application for Admission in respect of the New Ordinary Shares will be made
to London Stock Exchange. It is expected that Admission will become effective
and that dealings in the New Ordinary Shares will commence on AIM at 8.00am on
24th January 2025, and in any event no later than 31 January 2025.
Book Build
The Bookrunner will today commence the Book Building process in respect of the
Placing (the "Book Build") to determine demand for participation in the
Placing by Placees. 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.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Book Build as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
The Bookrunner is arranging the Placing as agent for and on behalf of the
Company. Participation in the Placing will only be available to Placees who
may lawfully be, and are, invited to participate by the Bookrunner or
otherwise lawfully participate in the Placing. The Bookrunner's agents and its
respective affiliates are each entitled to enter bids in the Book Build as
principal.
The number of Placing Shares to be issued will be agreed between the
Bookrunner and the Company following completion of the Book Build. The number
of Placing Shares will be announced on a Regulatory Information Service
following the completion of the Book Build.
To bid in the Book Build, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Davy. Each bid should state the
number of Placing Shares which the prospective Placee wishes to acquire at the
Fundraise Price to be established by the Company and the Bookrunner. The
minimum bid must be for Placing Shares with an aggregate subscription amount
of €50,000 which bids may be scaled down by the Bookrunner on the basis
referred to below.
The Book Build is expected to close on 20th December 2024, but may be closed
earlier at the absolute discretion of the Bookrunner. The Bookrunner may, in
agreement with the Company, accept bids that are received after the Book Build
has closed. The Company reserves the right (upon the agreement of the
Bookrunner) to reduce or seek to increase (subject to the maximum size
referred to in the Announcement) the amount to be raised pursuant to the
Placing.
The Bookrunner will determine in its absolute discretion (in consultation with
the Company) the extent of each Placee's participation in the Placing, which
will not necessarily be the same for each Placee and this will be confirmed
orally or in writing by the Bookrunner as agent of the Company
("Confirmation"). No element of the Placing will be underwritten. Confirmation
will constitute an irrevocable legally binding commitment upon that person
(who will at that point become a Placee) to subscribe for the number of
Placing Shares allocated to it at the Fundraise Price on the terms and
conditions set out in this Appendix (a copy of the terms and conditions having
been provided to the Placee prior to or at the same time as such oral or
written confirmation) and in accordance with the Articles. Each prospective
Placee's allocation and commitment will be evidenced by a contract note or an
electronic trade confirmation issued to such Placee by the Bookrunner. The
terms of this Appendix will be deemed incorporated by reference therein. For
the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable
legally binding agreement, subject to the Placing Agreement not having been
terminated, to pay the aggregate settlement amount for the Placing Shares to
be subscribed for by that Placee regardless of the total number of Placing
Shares (if any) subscribed for by any other investor(s) and, except with the
consent of the Bookrunner, the Confirmation will not be capable of variation
or revocation after the time at which it is submitted.
The Bookrunner reserves the right to scale back the number of Placing Shares
to be subscribed by any Placee in the event of an oversubscription under the
Placing. The Bookrunner also reserves the right not to accept offers for
Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to the Bookrunner (or as it may direct),
on the Company's behalf, the Fundraise Price for each Placing Share agreed to
be acquired by it under the Placing in accordance with the terms set out
herein. Each Placee's obligation to acquire and pay for Placing Shares under
the Placing will be owed to the Bookrunner and the Company. Each Placee has an
immediate, separate, irrevocable and binding obligation, owed to the
Bookrunner, to pay to the Bookrunner (or as it may direct) in cleared funds an
amount equal to the product of the Fundraise Price and the number of Placing
Shares such Placee has agreed to subscribe for. Each Placee will be deemed to
have read and understood this Appendix in its entirety, to be participating in
the Placing upon the terms and conditions contained in this Appendix, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix.
To the fullest extent permitted by law and applicable FCA rules (the "FCA
Rules") and CBI rules, neither (i) the Bookrunner, nor (ii) any of its
directors, officers, employees or consultants, nor (iii) to the extent not
contained within (i) or (ii), any person connected with the Bookrunner as
defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to Placees or to any
person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is
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'.
Completion of the Placing will be subject to the 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 Agreement'. In the event that the Placing Agreement does not become
unconditional in any respect or, after having been entered into, is
terminated, the Placing will not proceed, and all funds delivered by the
Placee to the Bookrunner (or as it may direct) in respect of the Placee's
participation will be returned to the Placee at the Placee's risk without
interest.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not otherwise be capable of rescission or termination
by the Placee.
By participating in the Placing, each Placee is deemed to have read and
understood this Announcement, including the Appendices, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
the Appendices. To the fullest extent permissible by law, neither the Company,
nor the Bookrunner nor any of its respective affiliates shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither the Bookrunner nor any of its
affiliates shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Bookrunner's conduct of the Book
Build or of such alternative method of effecting the Placing as the Bookrunner
and the Company may agree.
Conditions of the Issue of the Placing Shares
The obligations of the Bookrunner under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be performed
prior to Admission);
(b) the passing of the resolutions to be considered at the EGM;
(c) the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission;
(d) Admission having occurred not later than 8.00am on 31
January 2025 or such later date as the Company and the Bookrunner may agree in
writing, but in any event not later than 8.00am on the Long Stop Date.
If
(i) any of the conditions contained in the Placing Agreement
are not fulfilled or waived by the Bookrunner by the
respective time or date where specified,
(ii) any of such conditions becomes incapable of being fulfilled
or
(iii) the Placing Agreement is terminated in the circumstances
specified below,
the Placing will not proceed and the Placee's rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by the Placee in respect thereof.
The Bookrunner at its absolute discretion may waive compliance by the Company
with the whole or any part of any of the Company's obligations in relation to
the conditions in the Placing Agreement or otherwise extend the time for
fulfilment of all or any part of such conditions. Any such waiver or extension
will not affect Placees' commitments as set out in this Announcement
(including this Appendix).
Neither the Bookrunner, the Company nor any other person shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they (or any one 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 the Bookrunner.
Termination of the Placing Agreement
The Bookrunner is entitled at any time before Admission, to terminate the
Placing Agreement in relation to its obligations in respect of the Placing
Shares by giving notice to the Company if, amongst other things:
(a) the Company has failed to or is unable to comply with any of
its obligations under the Placing Agreement in any material respect; or
(b) any statement in the placing documents has become or been
discovered to be untrue, inaccurate or misleading or that there has been a
material omission therefrom; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by reference to the
facts then subsisting), untrue, inaccurate or misleading; or
(d) there shall have occurred
(i) any change, or development involving a prospective change,
in national or international, military, diplomatic, monetary, economic,
political, financial, industrial or market conditions or exchange rates or
exchange controls, or any incident of terrorism or outbreak or escalation of
hostilities or any declaration by the UK, the Republic of Ireland or the US of
a national emergency or war or any other calamity or crisis; or
(ii) a suspension of trading in securities generally on the
London Stock Exchange, or New York Stock Exchange or trading is limited, or
minimum prices established on any such exchange; or
(iii) a declaration of a banking moratorium in London, Dublin or
by the US federal or New York State authorities or any material disruption to
commercial banking or securities settlement or clearance services in the US,
the Republic of Ireland or the UK,
which, in each case, in the opinion of the Bookrunner acting in good faith,
would or would be likely to prejudice materially the Company or the Placing,
or make the success of the Placing doubtful or makes it impracticable or
inadvisable to proceed with the Placing.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the
Bookrunner of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner and that
the Bookrunner shall not make any reference to Placees in relation thereto
and that the Bookrunner shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Prospectus
No offering document, prospectus or admission document has been or will be
submitted to be approved by the FCA, CBI or submitted to the London Stock
Exchange in relation to the Placing and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the Placing Shares
and the Placing based on the Company's publicly available information taken
together with the information contained in this Announcement (including this
Appendix) released by the Company today and any information publicly announced
to a Regulatory Information Service by or on behalf of the Company on or prior
to the date of this Announcement, and subject to the further terms set forth
in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company, the Bookrunner or any other person and neither
the Bookrunner nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which such Placee may have
obtained or received.
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement (including this Appendix) to be legal, tax or
business advice. Each Placee should consult its own legal adviser, tax adviser
and/or business adviser for legal, tax and business advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN IE0006447985)
following Admission will take place within the central securities depositary
system administered by Euroclear Bank SA/NV ("Euroclear Bank") (the "Euroclear
System"), using the delivery versus payment mechanism, subject to certain
exceptions. Subject to certain exceptions, the Bookrunner reserves the right
to require settlement for and delivery of the Placing Shares to Placees by
such other means that it deems necessary, if delivery or settlement is not
possible or practicable within the Euroclear System within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee which is allocated Placing Shares in the Placing will be sent a
trade confirmation stating the number of Placing Shares allocated to it, the
Fundraise Price, the aggregate amount owed by such Placee and settlement
instructions.
Placees should settle against Euroclear ID: EC 66909 for Davy. It is expected
that such trade confirmation will be despatched on or before 23 December 2024
and that this will also be the trade date. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is completed in
accordance with either the standing Euroclear System or certificated
settlement instructions which it has in place with the Bookrunner.
It is expected that settlement will be on 24 January 2025 on a delivery versus
payment basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Bookrunner.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed no later than 23 January 2025 in accordance
with those instructions or other certificated settlement instructions that it
has in place with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of SONIA as determined by the
Bookrunner.
Each Placee is deemed to agree that if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's own account and profit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The Placee will, however,
remain liable for any shortfall below the aggregate amount owed by such Placee
and it may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are registered in the Placee's name or that of its nominee or
in the name of any person for whom the Placee is contracting as agent or that
of a nominee for such person, such Placing Shares will, subject as provided
below, be so registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other stamp duty or
stamp duty reserve tax is payable in respect of the issue of the Placing
Shares, neither the Bookrunner nor the Company shall be responsible for the
payment thereof. Placees will not be entitled to receive any fee or commission
in connection with the Placing.
Further Representations and Warranties
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) acknowledges, undertakes, represents,
warrants and agrees (as the case may be) that:
1 it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Placing and
its acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2 it has received this Announcement solely for its use and
has not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the Placing
(including any electronic copies thereof);
3 no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering document in
connection with the Book Build, the Placing or the Placing Shares;
4 its participation in the Placing shall also be subject to
the provisions of the Placing Agreement and the Articles;
5 it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement (including this
Appendix) and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company prior to the date of this Announcement
(the "Publicly Available Information");
6 the Ordinary Shares are admitted to trading on AIM, and
the Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM (collectively,
the "Exchange Information"), 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 Exchange 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;
7 it has had access to such financial and other information
(including the business, financial condition, prospects, creditworthiness,
status and affairs of the Company, the Placing and the Placing Shares, as well
as the opportunity to ask questions) concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing;
8 neither the Bookrunner, the Company nor any of their
respective affiliates, agents, directors, officers, employees or 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 other than the
information included in this Announcement; nor has it requested the
Bookrunner, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such information;
9 the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that neither the
Bookrunner, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement contained in this
Announcement or any information previously published by or on behalf of the
Company and will not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise;
10 the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Publicly Available
Information (including the Exchange Information), such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by the
Bookrunner or the Company or their respective affiliates and none of the
Bookrunner nor the Company nor their respective affiliates will be liable for
any Placee's decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or statement;
11 it has relied on its own investigation of the business,
financial or other position of the Company in deciding to participate in the
Placing;
12 to the extent it has received any inside information (for the
purposes of MAR) in relation to the Company and its securities, it has not:
(i) dealt (or attempted to deal) in the securities of the
Company;
(ii) encouraged, recommended or induced another person to deal
in the securities of the Company; or
(iii) unlawfully disclosed inside information to any person, prior
to the information being made publicly available;
13 neither the Bookrunner nor any person acting on its behalf
nor any of its respective affiliates has or shall have any liability for any
Publicly Available Information (including any Exchange 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;
14 it has complied with its obligations under the Criminal
Justice Act 1993 and MAR and in connection with money laundering and terrorist
financing under the Criminal Justice (Money Laundering and Terrorist
Financing) Act 2010 (as amended), the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended) and
the Money Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
(the "AML Regulations") and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof or under or under any other applicable
equivalent Irish legislation and the Money Laundering Sourcebook of the FCA
and, if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third party
as required by the AML Regulations;
15 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed for
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 a member state of the EEA or to which the Prospectus Regulation
otherwise applies other than to qualified investors, or in circumstances in
which the prior written consent of the Bookrunner has been given to the
proposed offer or resale;
16 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of FSMA;
17 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the UK or EEA prior to 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 in and which
will not result in an offer to the public in the UK or any member state of the
EEA within the meaning of the Prospectus Regulation (including any relevant
implementing measure in any member state);
18 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
19 it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United Kingdom;
20 if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, and is a
qualified investor as defined in Section 86 of FSMA or is a person to whom
this Announcement may otherwise be lawfully communicated;
21 any offer of Placing Shares may only be directed at persons
in member states of the EEA who are "qualified investors" within the meaning
of Article 2(e) of the Prospectus Regulation and represents and agrees that,
in the EEA, it is such a qualified investor or otherwise, to persons to whom
it may otherwise be lawful to communicate it.;
22 it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant jurisdictions
which apply to it;
23 it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to this participation in the
Placing (including executing and delivering all documents necessary for such
participation);
24 it is and will remain liable to the Company and/or the
Bookrunner for the performance of all of its obligations in relation thereto
(including, without limitation, in the case of any person on whose behalf it
is acting, all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such obligations, and
that its subscription of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
25 it has paid any issue, transfer or other taxes due in
connection with its participation in any territory,
26 it has not taken any action which will or may result in the
Company, the Bookrunner or any of their respective affiliates or any person
acting on their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing. Each Placee
agrees that the provisions of this paragraph 26 shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is acting;
27 the Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory authority of any
state or jurisdiction of the United States, or the relevant Australian,
Canadian, Japanese, New Zealand or South African securities legislation and
therefore the Placing Shares may not be offered, sold, transferred or
delivered directly or indirectly into the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or their respective
territories and possessions, except subject to limited exemptions;
28 it has complied with all relevant laws and regulations of all
relevant territories, obtained all requisite governmental or other consents
which may be required in connection with the Placing Shares, complied with all
requisite formalities and that it has not taken any action or omitted to take
any action which will or may result in the Bookrunner, the Company or any of
its respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any territory in connection
with the Placing;
29 its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located:
(i) any obligation to prepare or file a prospectus or similar
document or any other report with respect to such purchase;
(ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the Company;
30 it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement on
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as the Bookrunner may in
its discretion determine and it will remain liable for any amount by which the
net proceeds of such sale falls short of the product of the Fundraise Price
and the number of Placing Shares allocated to it and may be required to bear
any stamp duty for 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;
31 neither the Bookrunner nor any of its respective affiliates,
nor any person acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Bookrunner for the
purposes of the Placing and that the Bookrunner 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 their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
32 the person whom it specifies for registration as holder of
the Placing Shares will be
(i) itself; or
(ii) its nominee, as the case may be;
33 neither the Bookrunner nor the Company will 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 participate in the Placing and it agrees to
indemnify the Company and the Bookrunner in respect of the same on the basis
that the Placing Shares will be allotted to the Euroclear Bank securities
clearance account of the Bookrunner who will hold them as nominee on behalf of
such Placee;
34 these terms and conditions and any agreements entered into by
it pursuant to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreements shall be governed by and
construed in accordance with the laws of Ireland and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the Irish courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company or the
Bookrunner 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;
35 the Bookrunner and its affiliates will rely upon the truth
and accuracy of the representations, warranties and acknowledgements set forth
herein and which are irrevocable, and it irrevocably authorises the Bookrunner
to produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
36 it agrees to indemnify on an after-tax basis and hold the
Company and the Bookrunner and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
the Appendices and further agrees that the provisions of the Appendices shall
survive after completion of the Placing;
37 it will acquire any Placing Shares subscribed for by it for
its account or for one or more accounts as to each of which it exercises sole
investment discretion, and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
38 its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in future be made to the terms 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 conduct of the
Placing.
39 in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further confirms that it is experienced
in investing in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain a complete loss in connection with the Placing. It further
confirms that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
40 it has
(i) made its own assessment and satisfied itself concerning
legal, regulatory, tax, business and financial considerations in connection
herewith to the extent it deems necessary;
(ii) had access to review publicly available information
concerning the Company that it considers necessary or appropriate and
sufficient in making an investment decision;
(iii) reviewed such information as it believes is necessary or
appropriate in connection with its subscription of the Placing Shares; and
(iv) made its investment decision based upon its own judgment, due
diligence and analysis and not upon any view expressed or information provided
by or on behalf of the Company or Bookrunner;
41 it may not rely on any investigation that the Bookrunner or
any person acting on its behalf may or may not have conducted with respect to
the Company, or the Placing and none of the Company or the Bookrunner has made
any representation to it, express or implied, with respect to the merits of
the Placing, the subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, or as to any other matter relating
thereto, and nothing herein shall be construed as a recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that no
information has been prepared by the Bookrunner or the Company for the
purposes of this Placing;
42 it will not hold the Company, the Bookrunner or any of their
respective affiliates or any person acting on their behalf responsible or
liable for any misstatements in or omission from any publicly available
information relating to the Company or information made available (whether in
written or oral form) in presentations or as part of roadshow discussions with
investors relating to the Company (the "Information") and that none of the
Company, the Bookrunner nor any person acting on its behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for any of such
Information;
43 the Placee is either
(i) a person located outside the United States and is
subscribing for Placing Shares only in an "offshore transaction" as defined in
and pursuant to Regulation S, or
(ii) within the United States and a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act and is not
subscribing for Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares in or into the United States, and has or will have executed and
delivered a U.S. investor representation letter substantially in the form set
out in the letter provided to it by the Bookrunner to the addressees specified
therein;
44 the Placee is not acquiring Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or as a result of any
form of "general solicitation" or "general advertising" (within the meaning of
Rule 502(c) of Regulation D of the Securities Act);
45 it is not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time the
undertaking to subscribe for Placing Shares is given; and
46 it acknowledges that no action has been or will be taken by
any of the Company, the Bookrunner or any person acting on behalf of the
Company or the Bookrunner that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any such action for
that purpose is required.
The representations, warranties and confirmations in this Appendix are given
for the benefit of the Company and for the benefit of the Bookrunner (for
itself and as agent and trustee for and on behalf of its affiliates) and are
irrevocable.
The Company, the Bookrunner and their respective affiliates, agents,
directors, officers and employees and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations, warranties and
agreements.
Each Placee agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring of Placing
Shares is no longer accurate, it shall promptly notify the Company and the
Bookrunner in writing. It irrevocably authorises the Bookrunner and the
Company to produce this Announcement pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set out herein.
Stamp duties etc.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the warranty
from each Placee, that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer the
Placing Shares into a clearance service. If there are any such arrangements,
or the settlement relates to any other dealing in the Placing Shares, stamp
duty or stamp duty reserve tax or other similar taxes may be payable, for
which neither the Company nor the Bookrunner will be responsible and each
Placee shall indemnify on an after-tax basis and hold harmless the Company,
the Bookrunner and its respective affiliates, agents, directors, officers and
employees for any stamp duty or stamp duty reserve tax paid by them in respect
of any such arrangements or dealings.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to the
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes, and is based on a representation
and warranty from each Placee, that neither it, nor the person specified by it
for registration as holder, of Placing Shares is, or is acting as nominee or
agent for, and that the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 of the United Kingdom
(depositary receipts and clearance services) or under applicable Irish
legislation. If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable. In that event the Placee agrees that it shall be responsible
for such stamp duty or stamp duty reserve tax, and neither the Bookrunner or
the Company shall be responsible for such stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and notify
the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside Ireland and the United Kingdom by them or any other
person on the subscription by them of any Placing Shares or the agreement by
them to subscribe for any Placing Shares. Each Placee agrees to indemnify on
an after-tax basis and hold harmless the Company, the Bookrunner and its
respective affiliates, agents, directors, officers and employees from any and
all interest, fines or penalties in relation to any such duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify the Bookrunner accordingly.
Supplemental
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Bookrunner or any of its respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with a Bookrunner 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 rules and regulations of the FCA made
under FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the Bookrunner's money in accordance with the
client money rules and will be used by the Bookrunner in the course of its own
business; and the Placee will rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be subject to amendment. The
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser.
.
APPENDIX 2
Terms and Conditions of the Subscription
The provisions of Appendix 2 shall apply to the Subscription mutandis, subject
to the provisions of this Appendix.
In particular, each of the covenants, representations, warranties and
confirmations by the Placees shall be deemed given by the Subscriber mutatis
mutandis.
Participation in the Subscription shall be by individual subscription
agreement to be made between the Subscriber and the Company, rather than by
communication with the Bookrunner as set out in Appendix 2 under
"Participation in, and principal terms of, the Placing".
Where any service is provided by Davy to Subscribers, it shall be on an
execution-only basis.
APPENDIX 3
Definitions
The following definitions apply throughout this Announcement, unless otherwise
stated or the context requires otherwise:
"Admission" means admission of the New Ordinary Shares to trading on AIM
becoming effective in accordance with Rule 6 of the AIM Rules;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules" means the London Stock Exchange's rules and guidance notes
contained in its AIM Rules for Companies publication relating to companies
whose securities are traded on AIM, as amended from time to time;
"Announcement" means this announcement (including the appendices to this
announcement);
"Articles" means the articles of association of the Company in force on the
date hereof;
"Book Build" means the accelerated book build process to be conducted by the
Bookrunner to arrange participation by the Placees in the Placing;
"Bookrunner" means Davy;
"CBI" means the Central Bank of Ireland;
"Companies Act" means the Companies Act 2014 of Ireland (as amended);
"Company" means Roebuck Food Group plc, a public limited company registered
in Ireland with number 51842 and its registered office at 6th Floor, South
Bank House, Barrow Street, Dublin 4, D04 TR29, Ireland;
"Davy" means J&E Davy Unlimited Company;
"Euroclear Bank" means Euroclear Bank SA/NV;
"Euroclear System" means the central securities depositary system operated by
Euroclear Bank;
"GlasPort Bio" or "GPB" means GlasPort Bio Limited, a private company limited
by shares, registered in Ireland with number 624970 with its registered office
Unit 204, Business Innovation Centre, University of Galway, Newcastle Road,
Galway, H91 W60E, Ireland;
"GPRT" means GlasPort Rumen Tech Limited, a private company limited by shares,
registered in Ireland with number 624970 with its registered office Unit 204,
Business Innovation Centre, University of Galway, Newcastle Road, Galway, H91
W60E, Ireland;
"FCA" means the Financial Conduct Authority in its capacity as the competent
authority for the purposes of Part VI of FSMA;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Fundraising" means the Placing and the Subscription;
"Fundraise Price" means the price per Placing Share to be established through
the Book Build
"Investments" means the acquisition of and subscription for shares by the
Company of shares in GlasPort Bio Limited and the subscription for shares by
the Company in GlasPort Rumen Tech Limited;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 15 February 2025;
"MAR" means the Market Abuse Regulation (EU) No 596/2014), as amended and
equivalent or comparable law in the United Kingdom;
"New Ordinary Shares" means the Placing Shares and the Subscription Shares;
"Notice of EGM" means the notice convening the Extraordinary General Meeting
to be issued by the Company;
"Ordinary Shares" means the ordinary shares of €0.025 each in the share
capital of the Company;
"Placees" means persons to be procured or accepted by the Bookrunner to
subscribe for Placing Shares pursuant to the provisions of the Placing
Agreement.
"Placing" means the placing of the Placing Shares at the Fundraise Price by
the Bookrunner as agent for and on behalf of the Company pursuant to the terms
of the Placing Agreement;
"Placing Agreement" means the conditional agreement dated 13 December 2024
between (1) the Company and (2) Davy relating to the Placing, further details
of which are set out in this Announcement;
"Placing Shares" means the Ordinary Shares of the Company of €0.025 each to
be issued by the Company and subscribed for pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129 and any equivalent or
comparable legal provision of the United Kingdom;
"Prospectus Rules" or "PR" means the latest edition of the "Prospectus Rules"
made pursuant to section 73A of FSMA;
"Regulation D" means Regulation D as promulgated under the Securities Act;
"Regulation S" means Regulation S as promulgated under the Securities Act;
"Regulatory Information Service" or "RNS" means any of the services set out in
the list of Primary Information Providers maintained by the FCA and CBI;
"Securities Act" or "U.S. Securities Act" means the United States Securities
Act of 1933, as amended;
"Subscription" means the subscription for the Subscription Shares at the
Fundraise Price by investors other than Placees;
"Subscription Shares" means the Ordinary Shares of the Company of €0.025
each to be issued by the Company and subscribed for pursuant to the
Subscription;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland;
"US" or "United States" the United States of America, its territories and
possessions, any state of the United States of America and the district of
Columbia and all other areas subject to its jurisdiction;
"€" means Euro, the lawful currency of Ireland; and
"STG" or "£" means Sterling, the lawful currency of the United Kingdom.
APPENDIX 4
FURTHER PARTICULARS OF THE INVESTMENT
(a) Particulars of the transaction, including the name of any
other relevant parties
The Investments are governed by the following investment documents which
Roebuck has conditionally agreed to enter, subject to the passing of the
resolutions to be proposed at the EGM:
Share Purchase Agreement
A share purchase agreement (the "SPA") to be entered into between the
founders, Killian O'Briain, Ruairi Friel, and Vincent O'Flaherty, and certain
shareholders (together, the "Sellers") and Roebuck, pursuant to which Roebuck
will acquire between 70,757 and 78,619 ordinary shares in GlasPort Bio from
the Sellers for cash consideration of between €2.25 million and €2.5
million, with the number of shares to be determined between signing and
completion. The Sellers give certain warranties in respect of GlasPort Bio to
Roebuck certain warranties in respect of GlasPort Bio to Roebuck, including in
relation to the ownership of IP and patent claims, and to guarantee certain
obligations of GlasPort Bio under the SPA.
GlasPort Bio Subscription Agreement
A subscription agreement (the "GPB Subscription Agreement") between Killian
O'Briain, Ruairi Friel, Vincent O'Flaherty (together, the "Founders"), Roebuck
and GlasPort Bio, pursuant to which Roebuck will subscribe for ordinary shares
in GlasPort Bio at a price of €31.80 per ordinary share, such that along
with the shares purchased under the SPA, Roebuck will acquire between a total
of between 35% and 38.7% of issued voting shares in GlasPort Bio at
completion, with the number of shares to be issued pursuant to the GPB
Subscription Agreement to be determined between signing and completion. The
Founders are party to the GPB Subscription Agreement for the purpose of giving
certain warranties in respect of GlasPort Bio to Roebuck, including in
relation to the ownership of IP and patent claims, and to guarantee certain
obligations of GlasPort Bio under the GPB Subscription Agreement.
Call Option Agreement
A call option agreement (the "Call Option Agreement") to be entered into
between Roebuck, GlasPort Bio and the Sellers granting Roebuck the option to
acquire up to 94.47% of voting shares in GlasPort Bio (the "Call Option"). The
Call Option must be exercised by the fourth anniversary of the completion of
the transaction (unless extended by mutual agreement). The floor value of
GlasPort Bio when determining the price per share to be transferred pursuant
to the Call Option Agreement is to be in the range of €15 million to €15.5
million, with such floor value subject to increases if GlasPort Bio meets
certain regulatory milestones with the result the ceiling value of GlasPort
Bio for the purposes of the Call Option will be between €29 million and
€29.5 million.
GlasPort Rumen Tech Subscription Agreement
A subscription agreement (the "GPRT Subscription Agreement") between Killian
O'Briain, Ruairi Friel, Vincent O'Flaherty (the "Founders"), Roebuck and
GlasPort Bio, pursuant to which Roebuck will subscribe for ordinary shares in
GPRT at a price of €13.20 per ordinary share, such that Roebuck will acquire
between 13% and 16.7% of issued voting shares in GPRT, with the number of
shares to be issued pursuant to the GPRT Subscription Agreement to be
determined between signing and completion. The company is party to the GPRT
Subscription Agreement for the purpose of giving certain warranties in respect
of GPRT to Roebuck and to guarantee certain obligations of GPRT under the GPRT
Subscription Agreement.
The warranties given by the Founders and GlasPort Bio to Roebuck in the SPA
and GPB Subscription Agreement are to be covered by a warranties and
indemnities insurance policy, the coverage for which is to be subject to
market exclusions for certain environmental, product recall, and knowledge
warranties.
It is also intended that Roebuck will enter into new shareholders' agreements
in respect of GlasPort Bio and GPRT on completion with all the other
shareholders of each entity. The shareholders' agreement in respect of
GlasPort Bio will provide that Roebuck will maintain control of the board of
directors of GlasPort Bio for the duration of the option period under the Call
Option Agreement.
Justin McCarthy Arrangements
RFG has agreed for a period of 6 years from closing, (i) to pay GlasPort Bio
an amount per annum by which Justin McCarthy's remuneration exceeds €120,000
and (ii) to pay GlasPort Rumen Tech an amount per annum by which Justin
McCarthy's remuneration exceeds €30,000. Mr McCarthy, will become the holder
of non-voting growth shares in GlasPort Bio and GlasPort Rumen Tech which will
entitle him to up to 12.5% of the growth in value over the post-money values
of GlasPort Bio and GlasPort Rumen Tech respectively and are subject to
certain restrictions and performance hurdles. Mr McCarthy will have a
conditional right to exchange some or all of his shares in GlasPort Bio for
RFG shares after 5 years, the exchange ratio being determined by an
independent valuation.
(b) A description of the assets which are the subject of the
transaction, or the business carried on by, or using, the assets
GlasPort Bio was established in Galway, Ireland by the Founders in 2018 and
developed distinct technologies to mitigate greenhouse gases (GHG) through the
use of ruminant feed and manure additives, which allow farmers to reduce
methane and GHG emissions and to increase their productivity and profitability
while reducing their carbon footprint.
The RumenGlas business was transferred to GlasPort Rumen Tech, by way of a
restructuring in December 2024.
The GasAbate business remains in GlasPort Bio. The RumenGlas business is
operated solely through GPRT.
GlasPort Bio and GlasPort Rumen Tech share two premises in Galway city, one by
way of a licence on the campus of the University of Galway and another unit at
Ballybane in the city, by way of a lease, which is used for engineering
purposes.
(c) The profits attributable to the investee companies
In the financial year ended 30 June 2024 GlasPort Bio (then operating both
businesses) had revenue of €31,999 and Loss before tax of €437,446 which
therefore includes profits attributable to both the RumenGlas and GasAbate
businesses.
(d) The value of the assets of the acquired company
As at 30 June 2024, GlasPort Bio had net assets of €368,729, which includes
assets relating to both the RumenGlas and GasAbate businesses.
(e) The full consideration and how it is being satisfied
The investment in GlasPort Bio by Roebuck is to be made up of a purchase of
shares from existing shareholders and the subscription of new shares in
GlasPort Bio for total cash consideration of between €5.25 million and €6
million, comprising of between €2.25 million and €2.5 million for the
purchase of shares under the SPA and between €3 million and €3.5 million
for the subscription for new shares under the GlasPort Subscription Agreement
The investment in GlasPort Rumen Tech is to be effected by way of a
subscription for new shares in GPRT for cash consideration of between €0.75
million and €1 million.
The exact amounts to be invested in both GlasPort Bio and GlasPort Rumen Tech
are to be determined after the conclusion of the Fundraising.
(f) The effect of the Investment on Roebuck Food Group plc
The Investments will result in the Company expanding into the area of
greenhouse gas mitigation. The Directors estimate the Investment to result in
an increase in gross revenues and an increase in profits as GlasPort Bio makes
sales of its product in the market.
(g) Details of the service contracts of any proposed directors
There are no appointments of executive or non-executive directors to the Board
of the Company agreed as a result of the Investments.
END
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