REG - Rosslyn Data Tech. - Proposed Fundraising
25/03/2026 17:30
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RNS Number : 1482Y Rosslyn Data Technologies PLC 25 March 2026
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SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE
IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE
SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
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INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
25 March 2026
Rosslyn Data Technologies plc
("Rosslyn", the "Group" or the "Company")
Proposed Fundraising
Launch of Accelerated Bookbuild
Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise data
analytics platform, is pleased to announce a proposed fundraising to raise
approximately £1.1 million (before expenses) via a placing of 36,405,687 new
Ordinary Shares at the Issue Price of 2.0 pence per new Ordinary Share and the
issue of the 2026 Convertible Loan Notes to certain institutional and other
investors.
The Placing, which is being conducted by way of an accelerated bookbuild, will
commence immediately following this Announcement and is expected to close
later today. Due to the existing share authorities available to the Company to
issue new Ordinary shares, the Placing will be conducted in two tranches:
· a firm placing of 7,399,000 new Ordinary Shares at the Issue
Price to be issued pursuant to the Company's existing authorities to issue and
allot equity securities on a non-pre-emptive basis, granted at the general
meeting of the Company on 27 November 2025; and
· a conditional placing of 29,006,687 new Ordinary Shares at the
Issue Price to be issued conditional on the passing of the Resolutions at the
General Meeting.
Furthermore, in order to provide retail investors with an opportunity to
participate in the Fundraising, the Company is proposing to raise up to an
additional £0.25 million by way of a retail offer via the Bookbuild Platform
at the Issue Price. A separate announcement will be made shortly by the
Company regarding the Retail Offer and its terms. Those investors who
subscribe for Fundraising Shares via the Retail Offer will do so pursuant to
the terms and conditions of the Retail Offer contained in that announcement.
For the avoidance of doubt, the Retail Offer is not part of the Placing.
The Issue Price represents a discount of approximately 16.7 per cent. to the
closing mid-market price on 24 March 2026 (being the latest practicable date
prior to the date of this announcement). The net proceeds from the Fundraising
will provide working capital support to the Company to deliver the Group's
business plan which the Board believes would contribute towards monthly cash
generation and profitability in FY 2028.
The Company has also agreed to issue a further 5,114,164 new Ordinary Shares
at the Issue Price in lieu of historical fees owed by the Company.
A circular containing further details of the Fundraising and Notice of General
Meeting to be held at the offices of the Company at C/O Ampa Holdings LLP
Level 19, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG
on 13 April 2026 at 11.00 a. is expected to be despatched to Shareholders on
or around 26 March 2026. Following its publication, the Circular will be
available on the Company's website at https://www.rosslyn.ai/investors.
Defined terms in this announcement are set out at the end of the announcement.
The Firm Placing is conditional upon, inter alia, First Admission becoming
effective at 8.00 a.m. on 31 March 2026 (or such later date as may be agreed
by the Company and Cavendish). The Conditional Placing, the issue of the 2026
Convertible Loan Notes, the issue of the Fee Shares and the Retail Offer are
conditional on, inter alia, the passing of the Resolutions by Shareholders at
the General Meeting, notice of which is set out at the end of this document.
It is expected that Second Admission of the Conditional Placing Shares, the
Fee Shares and the Retail Offer Shares will occur no later than 8.00 a.m. on
14 April 2026 (or such later date as may be agreed by the Company and
Cavendish), but in any event not later than the Long Stop Date.
Following its publication, the Circular will be available on the Company's
website at https://www.rosslyn.ai/investors (https://www.rosslyn.ai/investors)
. Defined terms in this announcement are set out at the end of the
announcement.
Paul Watts, Chief Executive Officer of Rosslyn, commented:
"We are making solid progress across our business. We have established a
strong relationship with our major client that is one of the world's 10
largest companies - and which represents a substantial growth opportunity for
Rosslyn. We are experiencing excellent momentum with our AI classification
engine, AICE, and have already developed two further AI-based tools that will
enhance our offer. Alongside this, we have continued to seek new business,
with a number of new contracts having been won this year. Accordingly, we
believe this fundraising will provide the foundations on which we can deliver
sustainable growth."
Further details of the Transaction are set out below.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Paul Watts, a Director of the Company.
For further information please contact:
Rosslyn
Paul Watts, Chief Executive Officer +44 (0)20 3285 8008
James Appleby, Chairman
Cavendish Capital Markets Limited (Nominated adviser and Broker)
Stephen Keys / George Lawson / Joe Smith +44 (0)20 7220 0500
Gracechurch Group (Financial PR)
Claire Norbury/Anysia Virdi +44 (0)20 4582 3500
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2026
Announcement of the Transaction 25 March
Announcement of the results of the Placing 26 March
Posting and publication of the Circular and Form of Proxy 26 March
First Admission and commencement of dealings in the Firm Placing Shares on AIM 31 March
Firm Placing Shares credited to CREST members' accounts 31 March
Despatch of definitive share certificates in respect of the Firm Placing by 14 April
Shares to be issued in certificated form
Announcement of the result of the Retail Offer 31 March
Latest time and date for receipt of completed Forms of Proxy or electronic 11.00 a.m. on 9 April
proxy appointments for use at the General Meeting
General Meeting 13 April
Announcement of the result of the General Meeting 13 April
Second Admission and commencement of dealings in the Conditional Placing 14 April
Shares, the Fee Shares and the Retail Offer
Conditional Placing Shares, Fee Shares and Retail Offer Shares credited to 14 April
CREST members' accounts
Despatch of definitive share certificates in respect of the Conditional by 28 April
Placing Shares and the Retail Offer Shares
Notes:
(i) References to times in this document are to London time (unless
otherwise stated).
(ii) If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement to an RIS.
(iii) The timing of the events in the above timetable and in the rest of
this document is indicative only.
1. Background to and reasons for the Fundraise
In October 2024, the Company announced a £3.35 million equity fundraise
(before expenses) to primarily drive the execution of the Group's business
strategy, and Rosslyn has continued to make progress since that time, namely:
(a) Successful deployment of the Rosslyn platform with the Major
Client
Initially contracted to the central procurement department of one of the
world's 10 largest companies (the "Major Client"), the first phase of the
project went live towards the end of FY 2025.
The deployment of the Rosslyn platform with the Major Client represents a
significant strategic and operational endorsement of the Company's offering.
(b) Launch and roll out of AICE
The Company's AI journey began at the start of FY 2024 when the Company sought
to develop the Rosslyn Artificial Intelligence Classification Engine ("AICE"),
a tool that could automate procurement data categorisation and classification
post-extraction and enrichment.
Following a successful trial period, AICE became operational with the first
customer in April 2024 and was then launched and made commercially available
in FY 2025 as an additional module to Rosslyn's platform. Momentum has been
maintained since, with AICE now rolled out and adopted by three customers, as
well as being trialled by a further six customers, one of whom is the Major
Client.
(c) Development of two further AI-powered tools
Following the extraction, enrichment and classification of procurement data,
the Group has looked to develop a procurement data lake which, through machine
learning, can lead to predictive intelligence so that customers can better
understand and act on their procurement data. This has resulted in the
development and launch of two further AI-powered tools in addition to AICE,
IniTrack and Benchmarking, with the first purchase being made in July 2025 by
a global media and technology company:
● IniTrack enables users to plan, track and report on the
progress of their procurement initiatives in real time. The provision of
predictive intelligence by the tool allows for the alert to a spend manager of
a potential outcome. While primarily focused on spend, it also has the
capability to track other initiatives, such as seeking to reduce risk within
the supply chain or increase sustainability; and
● Benchmarking has been designed to provide a comprehensive
price comparison across a number of use cases. Users can gain insight into how
their spending compares between divisions, against industry peers and public
price books, with these comparisons available instantly.
(d) Enhanced quality of revenue
The Company has previously announced its strategic decision to prioritise the
quality of revenues and not renew certain low-value/low-margin contracts. This
strategy, combined with certain price increases from existing clients and a
reduction in hosting costs, has resulted in a significant improvement to gross
margins for H1 2026 of 46.3 per cent. versus 35.7 per cent. for the same
period in FY 2025. Further price increases are also expected from two more
existing clients in FY 2026.
(e) New contract wins
The Group has continued to seek new business wins and, as detailed in the
Company's H1 2026 results, contracts with two new customers were signed in the
first half of the financial year, comprising:
● A three-year contract with a global media and technology
company that will generate $160k of ARR as well as $60k in professional
services fees in the first year. As outlined above, the customer, which is a
spin-off of an existing long-standing customer of the Group, will be using
IniTrack and Benchmarking; and
● A one-year contract with a British train operating company
signed in May 2025, which is worth £85k of revenue over the term of the
contract.
Further to the above, in January 2026 the Company secured a new contract with
a global leader in licensing process technology and supply of catalysts to
provide solutions for clients to decarbonise and increase the yield and
efficiency of their chemical processes. The current contract has a one-year
term and has a total value of £95k, comprising licence fees of £65k and
£30k for system implementation. This contract was awarded to the Group to
ensure continued service provision to the customer following its divestiture
from a pre-existing longstanding client of Rosslyn, for whom the commercial
relationship with Rosslyn will continue separately.
The customer is currently in the process of being acquired by a major Fortune
500 company that serves a broad range of industries and geographies around the
world. Should the acquisition complete, it is intended that the Rosslyn
contract would be transferred to the customer's new parent organisation, and
the Directors believe that this would also provide the Company the opportunity
to expand its service provision within the Fortune 500 company.
The market
The Board believes that the Group remains well-positioned to benefit from a
market that is undergoing significant disruption. There continues to be a
requirement for a spend intelligence solution in order to provide data-driven
agility, potential savings opportunities, sustainable supply chains,
mitigations of financial risk, and improved cash flow, and Rosslyn has
provided its solutions for over 18 years to enterprises with some of the most
complex organisation and data landscapes.
The need for a spend intelligence solution is driven by a lack of visibility
by procurement teams over large and/or poor quality datasets that may operate
across multiple geographies, systems and currencies, and also a growing demand
for enterprises to manage increasing large amounts of supply chain data.
The market that the Group operates in also continues to grow, with the global
spend analytics market forecast to increase from $3.21 billion in 2024 to
$21.30 billion in 2032 (Source: Spend Analytics Market - Global Market Size,
Share, and Trends Analysis Report - Industry Overview and Forecast to 2032 |
Data Bridge Market Research). The Directors believe that the total addressable
market, being the enterprise segment, is currently valued at between $1.9bn -
$2.6bn, and of this between $10 million - $25 million be accessible by the
Company. The Directors believe the key trends driving this market growth can
be attributed to increased technological development through a growth in AI
capabilities and the Cloud, a rise in general compliance and corporate
governance requirements, and macro-economic instability and challenges
necessitating the need for cost-optimisation.
The Board continues to view the marketplace in three tiers and believes the
goal for Rosslyn in each tier to be as follows:
No. of companies
Tier Characteristics/Spend Goals Competition
1 500 • Highly complex • £250k+ ARR per fully deployed client • SpendHQ
• $10bn+ in spend • £3m goal • Sievo
2 2,000 • Highly complex • £90k+ ARR per win • SpendHQ
• $2bn+ in spend • £3m goal • Simfoni
• Sievo
3 5,000 • Minimal complexity • £40k ARR per win • Ignite Procurement
• $250m+ in spend • £1m goal • Spendata
• Divisional/regional level projects
Growth strategy
The following roadmap has been identified that the Directors believe will
enable the Company to be profitable and cash generative on a monthly basis in
FY 2028:
(a) The Major Client
In addition to the work performed with the Major Client to-date, the Group is
currently in advanced discussions over the following two near-term
opportunities:
● Increasing the volume of data that the Major Client
processes through Rosslyn's platform; and
● Expansion of the Group's service provision with the Major
Client through the commencement of trialling AICE in its central procurement
department.
The Directors estimate that these initiatives could generate additional ARR of
up to $340k.
(b) Further customer adoption of new AI modules
The Company has an ongoing vision to empower procurement with AI-enhanced
intelligence and decision automation for strategic excellence. In addition to
IniTrack and Benchmarking, which the Directors believe, together with AICE,
could generate £1 million of revenue through cross-selling to the existing
customer base, the following additional AI-powered products have been
identified for 2026 and beyond:
● Automated Insights: Seeks to provide procurement teams with
granular, actionable insights that are shared in real-time;
● Enhanced Dashboarding: Already an existing module that is
able to build flexible dashboards and reports through an intuitive user
interface, aims to incorporate AI and natural language to improve its
effectiveness and accuracy;
● Strategic Playbooks: Intention for the module, once
developed, to utilise AI to provide recommendations on category or supplier
management; and
● Connect Further AI: Aims to make use of consolidated,
enriched and classified data to power internal AI projects.
The Group looks forward to providing updates on the above initiatives as they
progress and as the AI market continues to grow the Board believes the ongoing
adoption of its AI technologies by customers continues to represent a
transformational opportunity for Rosslyn.
(c) Conversion of pipeline
As at 31 October 2025, the Company had a total pipeline of £3.5 million, and
a weighted pipeline of
£0.9 million. The pipeline currently comprises the following:
Pipeline Short Term Long Term
<6 months >6 months
Major Client £470k £150k
New Business £450k £1,560k
Expansion with Existing Customers £470k £360k
Total £1,390 £2,070k
In addition to the opportunities with the Major Client outlined above, the
Directors believe there will be the chance to expand to other departments
within the Major Client. An introduction has already been made to one
department and the long term pipeline includes the expansion to a third
department. The expansion opportunities with existing customers includes both
upsells and renewals.
(d) Continued tight cost control
The cash burn rate of the Company for H1 2026 was £175k per month. This has
since been reduced following the implementation of a number of cost-cutting
measures, including staff redundancies. The Directors believe this can come
down further to an average monthly cash burn of £65k for FY 2027.
Fundraising
Notwithstanding the above progress and identified roadmap, it was announced in
the Company's H1 2026 results that some of the pipeline it had expected to
convert in H2 2026 would now be anticipated in the first half of the next
financial year. Furthermore, the Board has not seen the return on investment
it had expected on its partnership with one of the world's five largest
consulting firms (the "Consulting Partner").
The Board has therefore continued to monitor the Group's various funding
options, and with a cash balance of £0.7 million as at 31 October 2025 has
decided that it is in the best interests of Shareholders and the Company to
undertake the Fundraising. The Board believes that the net proceeds of the
Fundraising, together with the execution of the Company's growth strategy,
would contribute towards monthly cash generation and profitability in FY 2028,
and has aspirations to grow the Company's ARR to £4 million in the near-term
at a greater than 60 per cent. gross margin.
Without the additional funding proposed to be raised in connection with the
Fundraising, the Board anticipates that the Group will face liquidity
pressures and, in the absence of alternative funding proposals, would not have
the sufficient funds required to meet its short-term working capital
requirements.
The Board therefore strongly recommends that Shareholders vote in favour of
the resolutions required to approve the Fundraising.
2. Details of the Fundraising
Details of the Placing
The Company is conditionally raising gross proceeds of approximately £0.73
million through the Placing at the Issue Price. The Placing comprises a firm
placing of 7,399,000 Firm Placing Shares and a conditional placing of
29,006,687 Conditional Placing Shares with new and existing institutional
investors, other investors, and those referred to in paragraph 4 below. The
Issue Price represents a discount of approximately 16.7 per cent. to the
closing mid-market price of 2.4 pence on 24 March 2026, being the latest
practicable date prior to publication of this announcement.
Pursuant to the Placing Agreement, Cavendish has conditionally agreed to use
its reasonable endeavours to procure subscribers for the Placing Shares at the
Issue Price.
The Firm Placing has not been underwritten by Cavendish or any other party and
is conditional, inter alia, on:
● First Admission becoming effective by not later than 8.00
a.m. on 31 March 2026 (or such later date as may be agreed by the Company and
Cavendish), but not longer than the Long Stop Date; and
● the Placing Agreement becoming unconditional with respect to
First Admission and not having been terminated by Cavendish in accordance with
its terms.
The Conditional Placing has not been underwritten by Cavendish or any other
party and is conditional, inter alia, on:
● the Placing Agreement not having been terminated in
accordance with its terms prior to Admission;
● the Resolutions being passed by Shareholders at the General
Meeting;
● the issue of the 2026 Convertible Loan Notes; and
● Second Admission becoming effective by no later than 8.00
a.m. on 14 April 2026 (or such later time and/or date as the Company and
Cavendish may agree), but not later than the Long Stop Date.
The Conditional Placing is not conditional upon the completion of the Retail
Offer, but is conditional upon the issue of the 2026 Convertible Loan Notes.
Completion of the Retail Offer and the issue of the 2026 Convertible Loan
Notes are conditional, inter alia, upon completion of the Conditional Placing.
The Placing Agreement contains customary warranties from the Company in favour
of Cavendish in relation to, inter alia, the accuracy of the information in
this document and other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Cavendish in relation to certain
liabilities that they may incur in respect of the Fundraising.
The Fundraising comprises the Firm Placing, the Conditional Placing, the issue
of the 2026 Convertible Loan Notes and the Retail Offer. The Conditional
Placing is conditional, among other matters, on the passing of resolutions to
be proposed at the General Meeting, granting authority to the Directors to
allot the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares
and issue the 2026 Convertible Loan Notes on a non- pre-emptive basis, and on
Second Admission.
Cavendish (acting in good faith) has the right to terminate the Placing
Agreement in certain circumstances prior to First Admission or Second
Admission, including (but not limited to): in the event that there has, in the
opinion of Cavendish (acting in good faith) been a breach, or an alleged
breach, of any of the warranties in the Placing Agreement or there has
occurred in the opinion of Cavendish (acting in good faith) a material adverse
change or any development reasonably likely to involve a prospective material
adverse change in the condition (financial, operational, legal or otherwise),
earnings, business affairs or business prospects of the Company or the Group
(which is material in the context of the Group taken as a whole), whether or
not foreseeable as at the date of the Placing Agreement and whether or not
arising in the ordinary course of business. Cavendish may also terminate the
Placing Agreement if there has been a significant change in certain
international financial markets, a suspension or material limitation in
trading on certain stock exchanges or a material disruption in commercial
banking or securities settlement or clearance which Cavendish considers
(acting in good faith) makes it impractical or inadvisable to proceed with the
Placing or Admission.
Details of the Retail Offer
The Company values its retail Shareholder base and believes that it is
appropriate to provide the retail community resident in the United Kingdom the
opportunity to participate in the Retail Offer at the Issue Price.
The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/674G81/authorised-intermediaries.
(http://www.bookbuild.live/deals/674G81/authorised-intermediaries) Cavendish
will be acting as retail offer coordinator in relation to this Retail Offer
(the "Retail Offer Coordinator").
Retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
Platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.
The Retail Offer will be opened to eligible investors in the United Kingdom at
5.20 p.m. on 25 March 2026. The Retail Offer is expected to close at 12.00
p.m. on 31 March 2026. Investors should note that financial intermediaries may
have earlier closing times. The Retail Offer may close early if it is
oversubscribed.
To be eligible to participate in the Retail Offer, applicants must be a
customer of one of the participating intermediaries listed on the above
website, resident in the United Kingdom and aged 18 years or over.
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities and has
been offered in the United Kingdom under an exception from the prohibition on
offers to the public pursuant to Schedule 1 (Part 1) of the POATR and under an
exemption from the requirement to publish a prospectus under the PRM.
As set out above, a separate announcement will shortly be made by the Company
regarding the Retail Offer and its terms.
Conditional on the Conditional Placing being completed and Second Admission
taking effect and the issue of the 2026 Convertible Loan Notes, up to
12,500,000 Retail Offer Shares will be issued pursuant to the Retail Offer at
the Issue Price to raise proceeds of up to £0.25 million (before expenses).
The Retail Offer Shares, when issued and fully paid, will rank pari passuin
all respects with the Existing Ordinary Shares (and the Placing Shares).
Details of the 2026 Convertible Loan Notes
Hargreave Hale AIM VCT plc ("Canaccord") and Maven Renovar VCT plc ("Maven")
have each signed a non-binding term sheet for £175,000 each of 10 per cent.
convertible loan notes. The terms of the 2026 Convertible Loan Notes are that
they are repayable after 5 years and carry an interest rate of 10 per cent.
per annum which will be rolled up. The Fundraise is conditional on binding
agreements being entered into for the issue of these convertible loan notes.
The principal and rolled up interest are convertible into Ordinary Shares at
the repayment date at the noteholders option. The 2026 Convertible Loan Notes
convert into Ordinary Shares at a price of the lower of (1) 2.0p, (2) the
subscription price of the last funding round prior to a conversion event, (3)
in respect of an early redemption only, the closing bid price per Ordinary
Share on the business day immediately preceding the date of the conversion, or
(4) a 25 per cent. discount on the offer price per Ordinary Share on a change
of control. Such conversion price can never be lower than the nominal value of
the Ordinary Shares.
3. Directors, PDMR and Substantial Shareholders' intended
participation in the Fundraising
In addition to Canaccord's participation in the 2026 Convertible Loan Notes,
the following Directors, PDMR and certain substantial shareholders (as defined
in the AIM Rules) have each indicated their intentions to subscribe for, in
aggregate, 22,000,000 Placing Shares at the Issue Price, as follows:
Number of Existing Ordinary Shares Proposed number of Placing Shares subscribed for Proposed number of Ordinary Shares held on Expected % of Enlarged Issued Share Capital
Admission
Name
James Appleby
Non-Executive Chairman 5,830,909 3,000,000 8,830,909 6.90%
John Chessher
Non-Executive Director Nil 1,000,000 1,000,000 0.78%
Ed Riddell
Finance Director Nil 500,000 500,000 0.39%
First Equity Limited 10,680,000 10,000,000 20,680,000 16.16%
Bottomley Family 8,425,000 7,500,000 15,925,000 12.44%
1. Assuming the Retail Offer is subscribed for in full.
4. EIS/VCT Schemes
Although the Directors believe that the Placing Shares to be issued pursuant
to the Placing will be 'eligible shares' and will be capable of being a
qualifying holding for the purposes of investment by VCTs and will also
satisfy the conditions of section 173 of ITA for the purposes of the EIS and
the Directors are not aware of any subsequent change in the qualifying
conditions or the Company's circumstances that would prevent the Placing
Shares from being eligible for EIS and VCT investments on this occasion, none
of the Directors, the Company, Cavendish, any of their respective directors,
officers, employees, affiliates or advisers give any warranty or undertaking
or other assurance that relief will be available in respect of any investment
in the Placing Shares, nor do they warrant or undertake or otherwise give any
assurance that the Company will conduct its activities in a way that qualifies
for or preserves its status.
5. Admission, Settlement, Dealings and Total Voting Rights
The New Ordinary Shares will, when issued, be credited as fully paid up 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 on or in respect of the Ordinary Shares after the date of issue
of the New Ordinary Shares, and will on issue be free of all claims, liens,
charges, encumbrances and equities.
Application will be made to the London Stock Exchange for the admission of the
Firm Placing Shares to trading on AIM and it is expected that First Admission
will occur at 8.00 a.m. on 31 March 2026 or such later time and/or date as
Cavendish and the Company may agree.
Subject to the passing of the Resolutions, application will be made to the
London Stock Exchange for the admission of the Conditional Placing Shares, the
Fee Shares and the Retail Offer Shares to trading on AIM. Second Admission is
expected to occur at 8.00 a.m. on 14 April 2026 or such later time and/or date
as
Cavendish and the Company may agree (being in any event no later than 8.00
a.m. on 28 April 2026).
6. General Meeting
A notice convening a general meeting of the Company to be held at the offices
of the Company at C/O Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge
Street, London, United Kingdom, SE1 9SG at 11.00 a.m. on 13 April 2026 will be
included in the Circular.
The Notice of General Meeting will set out the proposed Resolutions upon which
Shareholders will be asked to vote. The Resolutions are an ordinary resolution
to issue and allot, as applicable, the Conditional Placing Shares, the Fee
Shares, the Retail Offer Shares and the 2026 Convertible Loan Notes and a
special resolution to disapply pre-emption rights for the issue of the
Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and the
2026 Convertible Loan Notes. The ordinary resolutions will require a majority
of those Shareholders present in person or by proxy and the special resolution
will require a majority of 75 per cent. of those Shareholders voting to vote
in favour in order to be passed.
DEFINITIONS
The following definitions apply throughout this document and the accompanying
Form of Proxy, unless the context requires otherwise or unless it is otherwise
specifically provided:
"2026 Convertible Loan Notes" the 10 per cent. convertible loan
notes to be issued to each of 2026 CLN Holders
"2026 CLN Holders" Hargreave Hale
AIM VCT plc and Maven Renovar VCT plc
"Admission"
the First Admission and/or the Second Admission, as the case may be
"AIM"
the market of that name operated by the London Stock Exchange
"AIM
Rules" the
AIM Rules for Companies published by the London Stock Exchange from time to
time
"Announcement" the
announcement of the Transaction made by the Company on 25 March 2026
"Articles"
the articles of association of the Company
"Bookbuild Platform" the online capital
markets platform developed by BB Technology Limited, a company registered in
England and Wales with company number 13508012 and whose registered office is
at Kinetic Business Centre, Theobald Street, Elstree, Hertfordshire, England,
WD6 4PJ
"certificated" or
"in certificated form"
an Existing Ordinary Share recorded on the Company's share register as being
held in certificated form (namely, not in CREST)
"Circular" or "document" s circular, containing
details of the Transaction and Notice of General Meeting
"Company" or "Rosslyn" Rosslyn Data Technologies
plc, a company incorporated in England
and Wales under the Companies Act 2006 with registered number 08882249 and
having its registered office at C/O Ampa Holdings LLP, Level 19, The Shard, 32
London Bridge Street, London, United Kingdom, SE1 9SG
"Conditional Placing" the placing of the
Conditional Placing Shares
"Conditional Placing Shares" the new Ordinary
Shares to be issued and allotted pursuant to the
Conditional Placing
"CREST" or "CREST system" the relevant system (as defined in the
CREST Regulations) in respect
of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated
Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board" the directors of
the Company or any duly authorised committee
thereof
"EIS"
Enterprise Investment Scheme
"Enlarged Issued Share Capital" the issued ordinary share capital of the
Company immediately
following Second Admission
"Euroclear"
Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 73,987,425 Ordinary
Shares in issue prior to the Fundraising
"FCA"
the Financial Conduct Authority
"Fee Shares"
the 5,114,164 new Ordinary Shares to be issued and allotted to a financial
adviser in lieu of fees owed
"Firm Placing" the
placing of the Firm Placing Shares
"Firm Placing Shares" the new Ordinary
Shares to be issued and allotted pursuant to the
Firm Placing
"First Admission" the
admission of the Firm Placing Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules
"Form of Proxy" the form
of proxy for use by Shareholders in connection with the
General Meeting which accompanies this document
"FSMA"
the Financial Services and Markets Act 2000, as amended
"Fundraise" or "Fundraising" the Firm Placing, Conditional
Placing, issue of the 2026 Convertible
Loan Notes and Retail Offer
"FY
2025"
the financial year ended 30 April 2025
"General Meeting" the
general meeting of the Company convened for 11.00 a.m. on 13 April 2026 (or
any adjournment thereof) notice of which is set out at the end of this
document
"Group"
Rosslyn Data Technologies plc and its subsidiary undertakings
"ISIN"
International Securities Identification Number
"Issue
Price" 2.0
pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 28 April
2026
"MAR"
Regulation (EU) No 596/2014 on market abuse, as it forms part of domestic law
in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
as amended.
"New Ordinary Shares" the Placing Shares,
the Retail Offer Shares and the Fee Shares
"Nominated Adviser" or
"Cavendish"
Cavendish Capital Markets Limited, the Company's nominated adviser and sole
broker
"Notice of General Meeting" the notice convening the
General Meeting set out at the end of this
document
"Ordinary Shares" ordinary
shares of 0.1 pence each in the capital of the Company
"Placee"
persons to be procured by Cavendish to subscribe for Placing Shares pursuant
to the provisions of this Agreement and "Placee" shall be construed
accordingly
"Placing"
the placing of Placing Shares by Cavendish on behalf of the Company at the
Issue Price pursuant to the Placing Agreement
"Placing Agreement" the agreement
dated 25 March 2026 between the Company and
Cavendish relating to the Firm Placing and the Conditional Placing
"Placing Shares" the Firm
Placing Shares and the Conditional Placing Shares
"POATR"
the Public Offers and Admissions to Trading Regulations 2024
"PRM"
Prospectus Rules: Admission to Trading on a Regulated Market sourcebook
"Registrar"
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL
"Regulatory Information Service" or "RIS"
a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website,
http://www.fca.org.uk/ (http://www.fca.org.uk/)
"Resolutions"
the resolutions proposed at the General Meeting as set out in the Notice of
General Meeting
"Retail Offer"
the proposed conditional offer of Retail Offer Shares to retail investors in
the United Kingdom through intermediaries on the Bookbuild Platform pursuant
to the Retail Offer Intermediaries Agreements and the Retail Offer documents
"Retail Offer Intermediaries Agreements"
the agreements between the Company and the intermediaries in relation to the
Retail Offer which set out the terms and conditions upon which each
intermediary agrees to make the Retail Offer available to retail investors in
the United Kingdom to subscribe for Retail Offer Shares
"Retail Offer Shares" the up to
12,500,000 new Ordinary Shares to be issued pursuant to
the Retail Offer
"Second Admission" the admission of
the Conditional Placing Shares, the Fee Shares and the Retail Offer Shares to
trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Securities Act" the
United States Securities Act of 1933, as amended
"Shareholders" the
holders of Ordinary Shares (as the context requires) at the relevant time
"Transaction"
the Fundraising and issue of the Fee Shares
"uncertificated" or
"in uncertificated form"
recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"United States" or "US" or
"USA"
the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS
REGULATION ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE "QUALIFIED INVESTORS" AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 OF THE
POATR AND WHO ALSO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (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 ROSSLYN DATA TECHNOLOGIES PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. 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, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 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.
SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE 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. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON
INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
THE COMPANY'S BROKERS, CAVENDISH CAPITAL MARKETS LIMITED, WHO ARE REGULATED BY
THE FINANCIAL CONDUCT AUTHORITY, ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN
RELATION TO THE PROPOSALS SET OUT IN THIS ANNOUNCEMENT. CAVENDISH DOES NOT
HAVE ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE
COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THE COMPANY.
ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT
RELATES SHOULD CONSULT A PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO
SPECIALISES IN THE ACQUISITION OF SHARES AND OTHER SECURITIES.
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, Cavendish or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Cavendish
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 (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa, Hong Kong 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.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of FSMA does not apply.
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, the Financial Markets Authority of New
Zealand or the Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained for the South African Reserve Bank or any
other applicable body in the Republic of Ireland, the Republic of South Africa
or Hong Kong 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 Australia, Canada,
Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or
Hong Kong. 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 Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in this "Important Information"
section of this Announcement.
The Company proposes to raise capital by way of, inter alia, a Placing. By
participating in 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.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1 it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in 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 Prospectus Regulation;
(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 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 Cavendish 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 Prospectus Regulation as
having been made to such persons;
3 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 as defined in paragraph 15 of
Schedule 1 of the POATR;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the POATR:
(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 Cavendish 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 POATR 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; and
6 except as otherwise permitted by the Company and subject
to any available exemptions from applicable securities laws, it (and any
account referred to above) is outside the United States acquiring the Placing
Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
No prospectus
This Announcement (including this Appendix) is not a prospectus and has not
been prepared in accordance with the requirements for a prospectus for the
purposes of the PRM. 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
the information contained in this Announcement and any Publicly Available
Information and subject to any further terms set forth in the form of
confirmation to be sent to individual Placees. No prospectus or other offering
document has been or will be made available in any jurisdiction in connection
with the Placing and no such document is required (in accordance with the
Prospectus Regulation or the PRM) to be published.
The Announcement (including this Appendix) has been prepared on the basis that
no prohibited offer of securities to the public (within the meaning of the
POATR) is being made or will be made in the United Kingdom or elsewhere. The
Placing is being made only in circumstances which do not constitute a
prohibited offer to the public for the purposes of the POATR.
Accordingly, no prospectus is required to be published in connection with the
Placing. Any person who receives this Announcement should not distribute or
use it for the purposes of making an offer of securities to the public. Any
person who receives this Announcement (including this Appendix) should only do
so in circumstances in which no obligation arises for the Company or Cavendish
to produce a prospectus for such offer.
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 the Company, Cavendish or any other person and none of the
Company, Cavendish or any other person acting on such person's behalf nor any
of their respective affiliates 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 Placees 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
Cavendish has today entered into a Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure placees for the Placing Shares at the
issue price of 2.0 pence per Placing Share.
The Placing Shares will, when issued, be subject to the Articles and credited
as 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 in respect of such Ordinary Shares after
the date of issue of the Placing Shares.
Application for admission to trading
Applications will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
Due to the existing share authorities available to the Company to issue new
Ordinary Shares, the Placing will be conducted in two tranches, as follows:
(i) a firm placing of 7,399,000 new Ordinary Shares at the Issue Price to be
issued pursuant to the Company's existing authorities to issue and allot
equity securities on a non-pre-emptive basis, granted at the general meeting
of the Company on 27 November 2025; and a conditional placing of 29,006,687
new Ordinary Shares at the Issue Price to be issued conditional on the passing
of the Resolutions at the General Meeting. It is expected that First Admission
will become effective and dealings in the Firm Placing Shares will commence on
AIM at 8.00 a.m. on 31 March 2026. Subject, inter alia, to the Resolutions
being passed, it is expected that Second Admission will become effective and
that dealings in the Conditional Placing Shares will commence on AIM at 8.00
a.m. on 14 April 2026.
Principal terms of the Placing
1 Cavendish is acting as broker to the Company in respect of
the Placing, as agent for and on behalf of the Company. Cavendish is
authorised and regulated in the United Kingdom by the FCA and is acting
exclusively for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to each of Cavendish's
customers or for providing advice in relation to the matters described in this
Announcement.
2 Participation in the Placing will only be available to
persons who may lawfully be and are invited by Cavendish to participate.
Cavendish and any of its affiliates are entitled to participate in the Placing
as principal.
3 The price per Placing Share is 2.0 pence and is payable to
Cavendish as agent of the Company by all Placees.
4 Subject to the Company's final approval, each Placee's
allocation is determined by Cavendish following consultation with the Company
and has been or will be confirmed orally by Cavendish, as applicable, and a
form of confirmation will be dispatched as soon as possible thereafter. That
oral confirmation will give rise to an irrevocable, legally binding commitment
by that person (who at that point becomes a Placee), in favour of Cavendish
and the Company, under which it agrees to acquire the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in accordance with the
Articles. Except with the prior written consent of Cavendish, such commitment
will not be capable of variation or revocation.
5 Each Placee's allocation and commitment will be evidenced
by a form of confirmation issued to such Placee by Cavendish. The terms of
this Appendix will be deemed incorporated in that form of confirmation.
6 Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Cavendish as agent for the Company, to pay to
it (or as they may direct) in cleared funds an amount equal to the product of
the Issue 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.
7 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".
8 All obligations of Cavendish under the 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".
9 By participating in the Placing, 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.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cavendish, (b) any of its affiliates, agents, directors,
officers, consultants, (c) to the extent not contained within (a) or (b), any
person connected with Cavendish as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Cavendish), nor (d)
any person acting on behalf of Cavendish, 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,
Cavendish nor any of its affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of their
conduct in relation to the Placing or of such alternative method of effecting
the Placing as Cavendish and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
form of confirmation or electronic confirmation by Cavendish, as soon as it is
able which will confirm the number of Placing Shares allocated to them, the
Issue Price and the aggregate amount owed by them to Cavendish.
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 Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00BMV2DB09)
following the relevant Admission will take place within the CREST system,
subject to certain exceptions. In respect of the Firm Placing Shares,
settlement through CREST is expected to take place on 31 March 2026 unless
otherwise notified by Cavendish and First Admission is expected to occur no
later than 8.00 a.m. on 31 March 2026 unless otherwise notified by Cavendish.
In respect of the Conditional Placing Shares, settlement through CREST is
expected to take place on 14 April 2026 unless otherwise notified by Cavendish
and Second Admission is expected to occur no later than 8.00 a.m. on 14 April
2026 unless otherwise notified by Cavendish. The deadline for Placees to input
instructions into CREST is 12.00 pm on 30 March 2026 in respect of the Firm
Placing Shares and 12.00 pm on 13 April 2026 in respect of the Conditional
Placing Shares. Each Admission and settlement may occur at an earlier date,
which if achievable, will be set out in the Circular. 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 Cavendish may agree that the Placing
Shares should be issued in certificated form. Cavendish reserves the right to
require settlement of 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 a Placee's jurisdiction.
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 2 percentage points above
prevailing Sterling Overnight Index Average (SONIA) as determined by
Cavendish.
Each Placee agrees that if it does not comply with these obligations,
Cavendish may sell, charge by way of security (to any funder of Cavendish) or
otherwise deal with any or all of their Placing Shares on their behalf and
retain from the proceeds, for Cavendish's own account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest due and any
costs and expenses properly incurred by Cavendish as a result of the Placee's
failure to comply with its obligations. The relevant Placee will, however,
remain liable for any shortfall below the amount owed by it and for any stamp
duty or stamp duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their behalf. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the relevant
Placee until such time as it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional form of confirmation
is copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
Cavendish's obligations under the Placing Agreement in respect of the Firm
Placing Shares are, and the Firm Placing is, conditional upon, inter alia:
11 First Admission taking place not later than 8.00 a.m. on 31
March 2026 or such later date as is agreed in writing between the Company and
Cavendish;
12 the Placing Agreement becoming unconditional with respect
to First Admission and not having been terminated by Cavendish in accordance
with its terms;
13 the Company complying with its obligations under the
Placing Agreement to the extent that the same fall to be performed prior to
First Admission; and
14 there not occurring, in Cavendish's opinion (acting in good
faith), a material adverse change.
Cavendish's obligations under the Placing Agreement in respect of the
Conditional Placing Shares are, and the Conditional Placing is, conditional
upon, inter alia:
15 Second Admission taking place not later than 8.00 a.m. on
14 April 2026 or such later date as is agreed in writing between the Company
and Cavendish, but in any event not later than 8.00 a.m. on the Long Stop
Date;
16 the Placing Agreement not having been terminated by
Cavendish in accordance with its terms;
17 the Company complying with its obligations under the
Placing Agreement to the extent that the same fall to be performed prior to
Second Admission;
18 there not occurring, in Cavendish's opinion (acting in good
faith), a material adverse change;
19 the General Meeting having taken place, no adjournment of
the General Meeting having occurred without the prior written consent of
Cavendish and the Resolutions having been passed at the General Meeting by the
requisite majority without amendment;
20 the issue of the 2026 Convertible Loan Notes;
21 satisfaction or, where appropriate, the waiver of certain
other conditions set out in the Placing Agreement,
(all conditions to the obligations of Cavendish included in the Placing
Agreement being together, the "conditions").
For the avoidance of doubt, the Conditional Placing is not conditional on the
Retail Offer (or any take up of the Retail Offer Shares), but is conditional
upon the issue of the 2026 Convertible Loan Notes.
If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and
Cavendish may agree), or the Placing Agreement is terminated in accordance
with its terms, the Firm Placing and/or the Conditional Placing will lapse and
the Placee's rights and obligations shall cease and terminate as applicable 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 Placing, 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.
Certain conditions may be waived in whole or in part by Cavendish, in its
absolute discretion, by notice in writing to the Company and Cavendish may
also agree in writing with the Company to extend the time for satisfaction of
any condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Cavendish may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Cavendish, the Company nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision 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 Cavendish's
absolute discretion.
Termination of the Placing
Cavendish may terminate the Placing Agreement, in accordance with its terms,
at any time prior to First Admission or Second Admission if, inter alia:
22 any of the warranties in the Placing Agreement were, when
given, untrue, inaccurate, or misleading; or
23 the Company fails or is unable to comply with
its obligations under the Placing Agreement to the extent that the same fall
to be performed prior to the relevant Admission; or
24 any statement contained in the Placing Documents (as
defined in the Placing Agreement) has become or been discovered to be untrue,
inaccurate or misleading or there has been a material omission therefrom; or
25 a matter, fact, circumstance or event has arisen such that
in the opinion of Cavendish (acting in good faith) a supplementary circular
and/or supplementary press announcement is required to be published or
released; or
26 a material adverse change has occurred.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Firm Placing or
Conditional Placing, as the case may be, as described in this Announcement,
shall cease and terminate as applicable at such time and no claim can be made
by such Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
Cavendish that the exercise by the Company or Cavendish 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 and / or Cavendish and
that neither the Company nor Cavendish need make any reference to such Placee
and that none of the Company, Cavendish nor any of their respective
affiliates, agents, directors, officers or employees 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.
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 Cavendish of a form of
confirmation confirming each Placee's allocation and commitment in the
Placing.
Restrictions on issues of shares and other securities by the Company
The Company has undertaken to Cavendish that, during the period ending on the
later of (i) 180 days after the date of Second Admission, and (ii) publication
of the audited results of the Company for financial period ending 30 April
2026, it will not without the prior consent of Cavendish allot or issue, or
enter into any agreement or arrangement which would give rise to an obligation
or an increased obligation (in each case whether contingent or otherwise) to
allot or issue, any share or any instrument or security convertible into a
share in the capital of the Company (save for the allotment and issue of new
Ordinary Shares in the capital of the Company pursuant to the Placing and the
separate Retail Offer being made by the Company or the issue of shares or the
grant and exercise of options pursuant to the option schemes, agreements and
arrangements disclosed in the Circular).
By participating in the Placing, each Placee agrees that the exercise by
Cavendish of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to these restrictions under the
Placing Agreement shall be within the absolute discretion of Cavendish and
that it need not make any reference to, or consult with, any Placee and that
it shall have no liability to any Placee whatsoever in connection with any
such exercise of the power to grant consent.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes
and agrees (for itself and for any such prospective Placee) that in each case
as a fundamental term of such Placee's application for Placing Shares (save
where Cavendish expressly agrees in writing to the contrary) that:
27 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;
28 it has not received 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 Prospectus Regulation or the PRM;
and (b) has been or will be prepared in connection with the Placing;
29 the Ordinary Shares in the capital of the Company are
admitted to trading on AIM, and that, in addition to complying with its
obligations pursuant to MAR, the Company is therefore required to publish
certain business and financial information in accordance with the AIM Rules,
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;
30 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 none
of Cavendish, the Company nor any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
has provided, 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 any
of Cavendish, the Company, any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
31 neither Cavendish nor any person acting on its behalf or
any of their respective affiliates, agents, directors, officers or employees
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;
32 the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing Shares is
contained in the Announcement and in 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;
33 neither the Company, Cavendish nor any of their respective
affiliates, agents, directors, officers or employees has 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;
34 it has conducted its own investigation of the Company, the
Placing 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;
35 it has not relied on any investigation that Cavendish or
any person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
36 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 Cavendish nor any persons acting on its behalf are
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;
37 the Conditional Placing is not conditional on the Retail
Offer (or any take up of the Retail Offer Shares), but is conditional upon the
issue of the 2026 Convertible Loan Notes;
38 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, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong
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, Japan, New Zealand, the Republic of Ireland,
the Republic of South Africa or Hong Kong or in any country or jurisdiction
where any such action for that purpose is required;
39 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 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 that it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing Shares;
40 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be, a resident
of, or with an address in, or subject to the laws of, the United States,
Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic
of South Africa or Hong Kong 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, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong
and may not be offered, sold, or acquired, directly or indirectly, within
those jurisdictions;
41 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;
42 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;
43 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;
44 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;
45 neither Cavendish, nor its affiliates, agents, directors,
officers or employees nor any person acting on behalf of any 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 Cavendish and that Cavendish does not have any 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;
46 it has the funds available to pay for the Placing Shares
for which it has agreed to subscribe and acknowledges and agrees that it will
make payment to Cavendish 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 Cavendish may, in its absolute discretion
determine 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;
47 no action has been or will be taken by any of the Company,
Cavendish or any person acting on their behalf 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;
48 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. Neither the Company nor Cavendish 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 acquire Placing Shares pursuant to the Placing and agrees to
pay the Company and Cavendish in respect of the same (including any interest
or penalties) on the basis that the Placing Shares will be allotted to the
CREST stock account of Cavendish or transferred to the CREST stock account of
Cavendish, whereupon Cavendish will hold them as a nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
49 it is acting as principal only in respect of the Placing
or, if it is acting for any other person, (a) it is duly authorised to do so
and has full power to make the acknowledgments, representations and agreements
herein on behalf of each such person and (b) it is and will remain liable to
the Company and Cavendish 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);
50 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
51 it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom or in the EEA prior to the expiry of a
period of six months from Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in a prohibited offer to the public in the United Kingdom within the meaning
of the POATR, or an offer to the public in any member state of the EEA within
the meaning of the Prospectus Regulation;
52 if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) is a person of a kind
described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High
net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and (b)
a "Qualified Investor" as defined in paragraph 15 of Schedule 1 of the POATR.
If it is within a member state of the EEA, it is a Qualified Investor as
defined in Article 2(e) of the Prospectus Regulation. For such purposes, it
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;
53 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 that this Announcement is not being
issued by Cavendish as an authorised person under Section 21 of FSMA and
therefore is not subject to the same controls applicable to a financial
promotion made by an authorised person;
54 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 in respect of
anything done in, from or otherwise involving the United Kingdom);
55 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or in the POATR, 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 UK or in a Relevant State other than Qualified
Investors, or in circumstances in which the express prior written consent of
Cavendish has been given to the offer or resale;
56 it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this invitation to
participate in the Placing;
57 neither Cavendish nor any of its affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
has or shall have any liability for any information, representation or
statement contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or oral
information made available to or publicly available or filed information or
any representation, warranty or undertaking relating to the Company, and will
not be liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud;
58 neither the Company nor Cavendish, nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of the Company, Cavendish or their respective affiliates,
agents, directors, officers or employees is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of Cavendish's rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
59 it acknowledges and accepts that Cavendish may, in
accordance with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related instruments for
its own account for the purpose of hedging its underwriting exposure or
otherwise and, except as required by applicable law or regulation, Cavendish
will not make any public disclosure in relation to such transactions;
60 Cavendish and each of its affiliates, each 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 Cavendish and/or any of its affiliates, acting as an investor for
its or their own account(s). Neither the Company nor Cavendish intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
61 it is aware of the obligations (i) regarding insider
dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime
Act 2002 and confirms that it has and will continue to comply with those
obligations; and (ii) otherwise arising under the Regulations;
62 in order to ensure compliance with the Regulations, either
Cavendish (for itself and as agent on behalf of the Company) or the Registrars
may, in their absolute discretion, require verification of its identity.
Pending the provision to Cavendish or the Registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at Cavendish's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
either Cavendish's or the Registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity, Cavendish (for itself and as agent on behalf of the Company) or the
Registrars have not received evidence satisfactory to them, Cavendish and/or
the Company may, at their absolute discretion, terminate their 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;
63 it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the form of
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 Cavendish's conduct of the Placing;
64 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 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;
65 it irrevocably appoints any duly authorised officer of
Cavendish 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 subscribe or purchase upon the terms of this Announcement;
66 the Company, Cavendish and others (including each of their
respective affiliates, agents, directors, officers or employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Cavendish, on its behalf
and on behalf of the Company and are irrevocable;
67 if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, 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;
68 time is of the essence as regards its obligations under
this Appendix;
69 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 Cavendish;
70 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
71 these terms and conditions 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 Ordinary Shares pursuant to
the Placing 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 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 Cavendish 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, Cavendish and each
of their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by the Company, Cavendish or each of their respective
affiliates, agents, directors, officers or employees 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 agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings 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 of the Company nor Cavendish 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 they should notify Cavendish
accordingly. In addition, 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 Cavendish in the event that either the
Company and/or Cavendish has incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish 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 Cavendish 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
Cavendish, any money held in an account with Cavendish 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 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 Cavendish's money (as applicable) 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 time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
No statement in this Announcement is intended to be a profit forecast, 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 or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
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. END IOEPPUMUWUPQGMA
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