REG - Rosslyn Data Tech. - Proposed Placing, Loan Note Issue & Notice of GM
30/08/2023 16:30
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RNS Number : 8510K Rosslyn Data Technologies PLC 30 August 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC
OF SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISING 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
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 August 2023
Rosslyn Data Technologies plc
("Rosslyn", the "Group" or the "Company")
Proposed Placing and Subscription to raise a minimum of £2.7 million
Launch of Accelerated Bookbuild
Proposed Issue of Convertible Loan Notes to raise £600,000
Proposed Retail Offer to raise up to £0.5 million
Proposed Share Capital Consolidation
and
Notice of General Meeting
Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise data
analytics platform, is pleased to announce a proposed fundraising by way of an
accelerated bookbuild to raise a minimum of £3.3 million (before expenses)
via a conditional placing and subscription of new Ordinary Shares at the Issue
Price of 0.5 pence per Fundraising Share and the issue of 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.
In addition to the Placing and Subscription, it is proposed that there will be
a separate conditional retail offer to existing Shareholders via the Bookbuild
Platform to raise up to £0.5 million (before expenses) at the Issue Price.
The Retail Offer aims to provide existing retail Shareholders in the Company
an opportunity to participate in the Fundraising. A separate announcement will
be made shortly by the Company regarding the Retail Offer and its terms. Those
investors who subscribe for Fundraising Shares pursuant to 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 of 0.5 pence per Fundraising Share represents a nil discount
to the closing mid-market price on 29 August 2023 (being the latest
practicable date prior to the date of this Announcement).
The Fundraise is conditional on, inter alia, shareholder approval of certain
resolutions to be proposed at a general meeting of the Company to be held on
18 September 2023. Cenkos Securities plc ("Cenkos") is acting as nominated
adviser, sole broker and sole bookrunner in connection with the Placing. If
the Resolutions are passed at the General Meeting, the Placing Shares,
Subscription Shares and the Retail Offer Shares are expected to be admitted to
trading on AIM at 8.00 am on 19 September 2023.
The Company also announces that it is carrying out a consolidation to reduce
the number of Ordinary Shares in issue by a factor of 50. The Company
currently has 339,862,521 Ordinary Shares in issue. This is a significant
number of shares for a Company with a market capitalisation of approximately
£1.7 million as at 29 August 2023. The Board considers that the effect of the
Consolidation will be to improve market liquidity by reducing volatility and
spread of the Company's Ordinary Shares and make trading in the Company's
shares more attractive to a broader range of institutional investors and other
members of the investing public.
The Company will be posting a circular to Shareholders on 31 August 2023
("Circular") detailing the Fundraising and the Consolidation, and also
convening the General Meeting at which the Resolutions will be proposed. The
Circular will be available to view on the Company's website
at https://www.rosslyn.ai/investors.
Capitalised terms in this Announcement shall have the same meaning as in the
Circular.
Paul Watts, Chief Executive Officer of Rosslyn, commented:
"The last year has been a transformative period for Rosslyn in which we have
strengthened and refined our position as a leading provider of procurement
analytics solutions. With the restructuring of our business, launch of an
upgraded SaaS platform and execution on a new partner-led go-to-market
strategy, we have established solid foundations for growth and are now
well-positioned in a marketplace that is ripe for disruption.
This fundraising will enable us to drive revenue growth and provide a pathway
to profitability thanks to our scalable business model. It will also allow us
to seek to capitalise on the exciting innovation opportunities offered by
emerging technologies, such as generative AI. Accordingly, the Board
recommends all shareholders vote in favour of the Resolutions."
Further details of the Fundraising and the Consolidation are set out below.
For further information please contact:
Rosslyn
Paul Watts, Chief Executive Officer +44 (0)20 3285 8008
James Appleby, Chairman
Cenkos Securities (Nominated adviser and Broker)
Stephen Keys/Camilla Hume/George Lawson +44 (0)20 7397 8900
Gracechurch Group (Financial PR)
Claire Norbury/Anysia Virdi +44 (0)20 4582 3500
Expected timetable of principal events
2023
Announcement of the Placing, Subscription, Issue of Convertible Loan Notes and 30 August
Retail Offer
Announcement of the results of the Placing 31 August
Posting and publication of the Circular and Form of Proxy 31 August
Announcement of the result of the Retail Offer 5 September
Latest time and date for receipt of completed Forms of Proxy or electronic 11.00 a.m. on 14 September
proxy appointments for use at the General Meeting
General Meeting 11.00 a.m. on 18 September
Announcement of the result of the General Meeting 18 September
First Admission effective and commencement of dealings in the Fundraising 8.00 a.m. on 19 September
Shares on AIM
Fundraising Shares credited to CREST members' accounts 19 September
Record Date and completion of the Consolidation 6.00 p.m. on 19 September
Second Admission effective and commencement of dealings in the New 8.00 a.m. on 20 September
Consolidated Ordinary Shares on AIM
New Consolidated Ordinary Shares credited to CREST stock accounts 20 September
Despatch of definitive share certificates in respect of New Consolidated within 10 Business Days of Second Admission
Ordinary Shares to be issued in certificated form
Long Stop Date 8:00 a.m. on 11 October
Each of the times and dates refer to London (UK) time and are subject to
change by the Company (with the agreement of Cenkos), in which case details of
the new times and dates will be notified to the London Stock Exchange and the
Company will, if appropriate, make an announcement through a Regulatory
Information Service. Certain of the events in the above timetable are
conditional upon, inter alia, the approval of the Resolutions to be proposed
at the General Meeting.
References to times in this Announcement are to London (UK) time.
1. Background to and reasons for the Fundraising
The last year has been one of a fundamental transformation for Rosslyn during
which time the Company has:
· introduced a new and experienced leadership team to drive cultural
change;
· re-focussed itself on a single SaaS product and divested of two
non-core assets;
· implemented a new "go-to-market" partner-led approach;
· launched a new Rosslyn platform;
· modernised the Rosslyn brand to reflect the strategic focus on the
core platform;
· introduced a new customer success team and customer advisory board;
and
· increased operational efficiencies through a more streamlined team
and tighter cost controls.
Current trading and Prospects
The Board believes that, following this transformation process, the business
model is eminently scalable. The Company operates in a high growth market and
the Board believes that this, taken together with Rosslyn's blue chip customer
base, presents the Group with a significant opportunity to grow annual
recurring revenues ("ARR"). The Board's ambition is for the Company to achieve
ARR of between £12 million and £15 million in the medium term.
The Company has made solid progress on its partner-led go-to-market strategy.
The existing sales pipeline is being converted with the Board pleased to
recently announce two new contract wins worth £422k in aggregate over a
multi-year period representing an additional £120k of ARR.
The Company expects to report improvement in all its key performance
indicators for the year ended 30 April 2023 compared with the previous year.
This reflects growth in revenue driven by new customers won during the year
alongside the Company maintaining a tight focus on cost control, enhancing
efficiency and reducing cash burn. Accordingly, the Company expects to report
an increase in revenue and reduction in adjusted EBITDA loss for 2023 in line
with market expectations and growth in ARR to approximately £2.4m (2022:
£2.2m).
The Company entered the 2024 financial year with a significantly larger
weighted pipeline than at the same point of the prior year. As announced on 30
May 2023, the Company began to successfully convert that pipeline with the
award of two contracts within the first month of the new year, which further
increased the Company's ARR. The Company is in advanced negotiation with
several other customers within the weighted pipeline while the total pipeline
has grown substantially since the year end, which primarily reflects
increasing business through the Company's partnerships. While ensuring
sufficient investment to be able to respond to the high level of demand that
it is experiencing, the Company has continued to maintain tight control over
costs and its focus on reducing monthly cash burn, which was approximately
£190k as of June 2023. As at 30 June 2023, the Company had cash and cash
equivalents of £695k.
The Directors believe that the proceeds of the Fundraising will enable the
Group to fund growth within the SaaS model and to provide working capital to
support the Group in achieving profitability.
The Market
The Board believes that the Group is now well-positioned in a marketplace that
is ripe for disruption in the following ways:
(i) Customers face the challenge of being custodians of
a large value of complex supply chain data which can be set across different
systems, geographies, currencies and source formats. This makes data difficult
to extract and, once extracted, hard to consolidate and analyse due to
inconsistent nomenclature. The Board considers that the Rosslyn platform
provides a solution to these issues by enabling seamless data extraction,
analysis, and enrichment to facilitate customers receiving real time business
critical insights.
(ii) The current macroeconomic instability and challenges
such as the rise in inflation and the ongoing war between Russia and Ukraine
has created a general distrust in supply chains, and there is therefore demand
for procurement data with broader metrics in order to enable agile decision
making.
(iii) Technological advances in artificial intelligence have
seen the Company begin to transition from spend analytics to spend
intelligence. As custodians of a large volume of complex supply chain data,
Rosslyn is well positioned to establish a leadership position over the next 12
to 24 months in this area through enhanced automation, predictive analytics,
and the creation of additional value from data in source-to-contract space.
The Board views the marketplace in three tiers and believes Rosslyn's market
opportunity in each tier to be as follows:
Tier No. of companies Characteristics/Spend Addressable Market/Goal* Competition
1 500 · Highly complex enterprises TAM - £200m Orpheus
· $5bn+ in spend SAM - £100m Sievo
SOM - £25m
Goal - £10m
2 2000 · Highly complex enterprises TAM - £180m SpendHQ
· $1bn+ in spend SAM - £96m Sievo
SOM - £18m Simfoni
Goal - £4m
3 5000 · Minimal complexity TAM - £200m Ignite Procurement
· $250m+ in spend SAM - £60m Spendata
· Division/regional level projects SOM - £6m
· Niche partners Goal - £1m
* "TAM" means total addressable market, "SAM" means serviceable available
market and "SOM" means serviceable obtainable market.
Customers
The Group currently has more than 30 clients spread across the various tiers.
The majority of the Group's enterprise market customers are large,
multi-national organisations and are increasingly of the Tier 1 category,
headquartered in the UK, Europe or US and spread across multiple sectors
including medical & pharmaceutical, transport & aerospace,
professional services and food & beverage.
In addition to increasing sales with existing customers through the release of
new modules, the Board intends that the Group will focus on partner-led sales
and is actively seeking to increase its number of Business Process Outsourcing
("BPO") partners. Two of these BPO partners currently are Genpact, which has
more than 320 global clients and manages spend of $78 billion, and Chain IQ,
which has more than 60 clients in over 49 countries. Rosslyn is also enhancing
partnerships with procurement advisers and other large, global consulting
partners with complex enterprise requirements, having already been selected as
a vendor by Deloitte, Accenture and PwC.
Use of proceeds
The Company intends to use the net proceeds of the Fundraising to drive its
growth, namely:
· to continue product development and engineering;
· for sales & marketing;
· to recruit additional personnel in the function of professional
services, customer success and operations; and
· to provide working capital with the expectation of providing the
Company with a pathway to profitability.
2. Share Option Plan
The Board recognises the importance of share options to appropriately
incentivise and retain employees as well as to ensure their interests are
aligned with that of the Company and its Shareholders. The Board understands
that existing share options that have been granted to employees and are
currently unexercised are not incentivising those employees due to their high
exercise price. Accordingly, the Board intends to adopt a new share option
plan which will allow the issue of tax advantaged enterprise management
incentive options and non-tax advantaged options. Employees will be required
to surrender existing share options before being granted new options. The
Board is proposing that options exercised under the new scheme will be
exercisable at a price equivalent to the Issue Price as adjusted for the
Consolidation and limited to 15 per cent. of the Enlarged Issued Share
Capital. Authority to issue and allot share options under this new scheme
will be sought through the Resolutions.
For senior management (which will include Paul Watts and Ed Riddell) the
options shall vest over a period up to 3 years with performance criteria tied
to increases in share price, and achievement of targets related to ARR,
revenue and profitability. Once vested there will be no clawback. For all
others, granted options will vest after 3 years on condition of specified
increases in share price.
3. The Consolidation
As at 29 August 2023 (being the latest practicable date prior to the
publication of this Announcement), the Company had 339,862,521 Ordinary Shares
in issue having a mid-market price of 0.5 pence per Existing Ordinary Share as
at the close of business on such date.
The Directors consider that the Consolidation is in the best interests of the
Company's long-term development as a publicly quoted company as it will result
in the Company having a more manageable number of issued ordinary shares and a
higher share price. In addition, the Board expects that the Consolidation will
result in a narrowing of the bid/offer spread, thereby improving liquidity,
and as a result potentially help to make the New Consolidated Ordinary Shares
more attractive to investors.
Under the Consolidation, it is proposed that the Existing Ordinary Shares as
at the Record Date will be consolidated so that every 50 Existing Ordinary
Shares will be consolidated into one New Consolidated Ordinary Share.
As all of the Existing Ordinary Shares are proposed to be consolidated, the
proportion of the issued share capital of the Company held by each Shareholder
immediately before and immediately after the Consolidation will, save for
Fractional Entitlements (the treatment of which is described below), remain
unchanged.
Shareholder approval of the Consolidation is being sought pursuant to
Resolution 3.
Issue of up to 49 Ordinary Shares prior to the Consolidation
In anticipation of Resolution 3 being passed by Shareholders, the Company
intends, immediately prior to the General Meeting, to issue such number of
additional Ordinary Shares (being up to 49 Ordinary Shares) as will result in
the total number of Ordinary Shares in issue being exactly divisible by 50.
Since the additional Ordinary Shares will only represent a fraction of a New
Consolidated Ordinary Share, this fraction will be combined with the other
Fractional Entitlements and sold pursuant to the arrangement for Fractional
Entitlements described below.
Fractional Entitlements
It is likely that the Consolidation will result in Fractional Entitlements
where any holding is not precisely divisible by 50.
Following the Consolidation, certain Shareholders may not have a proportionate
shareholding of New Consolidated Ordinary Shares exactly equal to their
proportionate holding of Existing Ordinary Shares. Furthermore, any
Shareholders holding fewer than 50 Existing Ordinary Shares as at close of
business on 19 September 2023 (the "Record Date") will cease to be a
Shareholder of the Company. The minimum threshold to receive New Consolidated
Ordinary Shares will be 50 Existing Ordinary Shares.
The Articles currently permit the Directors to sell shares representing
fractional entitlements arising from the Consolidation. Any Fractional
Entitlements will therefore be aggregated and sold in the market for the best
price reasonably obtainable on behalf of the relevant Shareholders. The
Company will distribute the proceeds of sale in due proportion to any such
Shareholders in accordance with the Articles (subject to the minimum threshold
referred to in the next paragraph).
In the event that the net proceeds of sale to be distributed to any relevant
Shareholder amount to £3 or less, the Directors are of the view that, as a
result of the administrative burden and disproportionate
costs involved, it would not be in the best interests of the Company to
distribute such proceeds of sale.
Accordingly, the Directors are proposing, pursuant to the Articles, that the
net proceeds arising from the sale of fractions need only be distributed to a
Shareholder where he or she is entitled to receive more than £3 (and, below
that minimum threshold, that the proceeds of sale be retained for the benefit
of the Company, or at the discretion of the Directors, donated to charity).
For the avoidance of doubt the Company is only responsible for dealing with
fractions arising on registered shareholdings. For Shareholders whose Ordinary
Shares are held in the nominee accounts of stockbrokers, intermediaries or
other nominees, the effect of the Consolidation on their individual
shareholdings will be administered by the stockbroker, intermediary or nominee
in whose account the relevant Ordinary Shares are held and it will be that
person's responsibility to deal with fractions arising within their customer
accounts and not the Company's responsibility.
4. Rights attaching to New Consolidated Ordinary Shares
The New Consolidated Ordinary Shares will have the same rights as the Existing
Ordinary Shares including, voting, dividend, return of capital and other
rights.
5. Details of the Fundraising
Details of the Placing
The Company has conditionally raised gross proceeds of £2.7 million through
the Placing and Subscription at the Issue Price. The Placing comprises a
placing of 419,796,235 EIS/VCT Placing Shares and a placing of 97,203,765
General Placing Shares with new and existing institutional investors and other
investors. The Issue Price represents a nil discount to the closing mid-market
price of 0.5 pence on 29 August 2023, being the latest practicable date prior
to publication of this Announcement.
Pursuant to the Placing Agreement, Cenkos has conditionally agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares at the
Issue Price.
None of the Placing, the Subscription or the Retail Offer has been
underwritten by Cenkos or any other party and the Placing is conditional,
inter alia, on:
· the Placing Agreement not having been terminated in accordance with
its terms prior to First Admission;
· the Resolutions being passed which will provide shareholder authority
for the allotment and issue by the Company of the Fundraising Shares and
Convertible Loan Notes for cash on a non-pre-emptive basis; and
· the admission of the Placing Shares becoming effective by no later
than 8.00 a.m. on 19 September 2023 or such later time and/or date as the
Company and Cenkos may agree (being no later than 8.00 a.m. on 11 October
2023).
The Placing is not conditional upon the completion of the Retail Offer or the
Subscription, but is conditional upon the issue of the Convertible Loan Notes.
Completion of the Retail Offer, the Subscription and the issue of the
Convertible Loan Notes is conditional, inter alia, upon completion of the
Placing. Neither the Retail Offer or the Subscription are conditional upon
each other.
The Placing Agreement contains customary warranties from the Company in favour
of Cenkos in relation to, inter alia, the accuracy of the information in this
Announcement and other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Cenkos in relation to certain
liabilities that they may incur in respect of the Placing.
The Fundraising comprises the Placing, the Retail Offer, the issue of the
Convertible Loan Notes and the Subscription. The Placing, the Retail Offer,
the issue of the Convertible Loan Notes and the Subscription are each
conditional, among other matters, on the passing of a resolution to be
proposed at the General Meeting, granting authority to the Directors to allot
the Fundraising Shares and Convertible Loan Notes on a non-pre-emptive basis,
and on First Admission.
Cenkos (acting in good faith) has the right to terminate the Placing Agreement
in certain circumstances prior to First Admission in respect of the
Fundraising Shares, including (but not limited to): in the event that there
has, in the opinion of Cenkos (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 Cenkos (acting in good faith) a Material Adverse
Change. Cenkos 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
Cenkos considers (acting in good faith) makes it impractical or inadvisable to
proceed with the Placing or First Admission.
Details of the Retail Offer
The Company values its retail Shareholder base and believes that it is
appropriate to provide its existing retail Shareholders 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/9Y7561/authorised-intermediaries. Cenkos will
be acting as retail offer coordinator in relation to this Retail Offer (the
"Retail Offer Coordinator").
Existing 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, have an active trading account with the Retail Offer Coordinator and
have been approved by the Retail Offer Coordinator as an intermediary in
respect of the Retail Offer, and agree to the final terms and terms and
conditions of the Retail Offer, which regulate 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 open to eligible investors in the United Kingdom at
4.35 p.m. on 30 August 2023 on the following website:
https://www.bookbuild.live/deals/9Y7561/authorised-intermediaries. The Retail
Offer is expected to close at 4.30 p.m. on 5 September 2023. Investors should
note that financial intermediaries may have earlier closing times. The Retail
Offer may close early if it is oversubscribed.
The Retail Offer will, at all times, only be made to, directed at and may only
be acted upon by those persons who are, Shareholders. To be eligible to
participate in the Retail Offer, applicants must meet the following criteria
before they can submit an order for Retail Offer Shares: (i) be a customer of
one of the participating intermediaries listed on the above website; (ii) be
resident in the United Kingdom and (iii) be a Shareholder on the Record Date
(which may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their Ordinary Shares directly or
indirectly through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative instruments
in relation to Ordinary Shares are not eligible to participate in the Retail
Offer.
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, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended from time to
time). The aggregate total consideration for the Retail Offer will not exceed
€8 million (or the equivalent in pounds sterling) and therefore the
exemption from the requirement to publish a prospectus, set out in section
86(1) FSMA, will apply.
A separate announcement will be made by the Company regarding the Retail Offer
and its terms.
Conditional on the Placing being completed and First Admission taking effect,
up to 100,000,000 Retail Offer Shares will be issued pursuant to the Retail
Offer at the Issue Price to raise proceeds of up to £0.5 million (before
expenses). The Retail Offer Shares, when issued and fully paid, will rank pari
passu in all respects with the Existing Ordinary Shares (including the Placing
Shares).
Directors' Subscription
Certain Directors have subscribed for an aggregate of 23,000,000 Subscription
Shares at the Issue Price. Details of the Subscription Shares for which those
Directors have subscribed, conditional on First Admission, are displayed
below:
Name Title Number of Existing Ordinary Shares* Number of Subscription Shares intended to be subscribed for* Value of Subscription Shares intended to be subscribed for(*) Resulting shareholding following proposed subscription Percentage of Enlarged Issued Share Capital following proposed subscription
assuming the Retail Offer is subscribed in full
James Appleby Non-Executive Chair 6,545,454 21,000,000 £105,000 27,545,454 2.81%
Bernard Quinn Non-Executive Director 1,034,595 2,000,000 £10,000 3,034,595 0.31%
* The number of Existing Ordinary Shares presented in this table as being held
or subscribed for by those Directors listed refers to the number of Existing
Ordinary Shares held or subscribed for by them either personally or through a
nominee.
Convertible Loan Notes
Hargreave Hale AIM VCT plc has agreed to subscribe for £300,000, Octopus AIM
VCT plc for £180,000 and Octopus AIM VCT 2 plc for £120,000 of 10 per cent.
convertible loan notes. The terms of the 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 principal and rolled up interest are
convertible into ordinary shares of the Company at the repayment date at the
noteholders option. In addition the Company can convert the principal and
accrued interest into ordinary shares of the Company on a fundraise raising
the greater of £2 million or sufficient funds to get the Company to break
even. The Convertible Loan Notes convert into ordinary shares of the Company
at a price of the lower of (1) 0.5p, (2) the issue price for an ordinary share
on a fundraise or (3) 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.
6. EIS/VCT Schemes
Although the Directors believe that the EIS/VCT 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 EIS/VCT
Placing Shares from being eligible for EIS and VCT investments on this
occasion, neither the Directors nor the Company nor Cenkos, nor 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 EIS/ VCT 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.
7. Admission, Settlement, Dealings and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the
Fundraising Shares to trading on AIM ("First Admission"). First Admission is
expected to occur at 8.00 a.m. on 19 September 2023 (or such later times(s)
and/or date(s) as Cenkos and the Company may agree).
The New Consolidated Ordinary Shares will, when issued, be credited as fully
paid up and will have the same rights as the Existing Ordinary Shares
including, voting, dividend, return of capital and other rights, and will on
issue be free of all claims, liens, charges, encumbrances and equities.
Application will be made to the London Stock Exchange for admission of the New
Consolidated Ordinary Shares to trading on AIM ("Second Admission"). Second
Admission will occur after the Consolidation is effective and is expected to
occur at 8.00 a.m. on 20 September 2023 (or such later times(s) and/or date(s)
as Cenkos and the Company may agree).
Following Second Admission, the total number of New Consolidated Ordinary
Shares in issue (assuming full take up of the Retail Offer) is expected to be
19,597,251 with each New Consolidated Ordinary Share carrying the right to one
vote. There are, and following Second Admission will be, no New Consolidated
Ordinary Shares held in treasury and therefore the total number of voting
rights in the Company is expected to be 19,597,251. The above figure may be
used by Shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company under the
FCA's Disclosure, Guidance and Transparency Rules.
Following the Consolidation, the Company's new ISIN Code will be GB00BMV2DB09
and its new SEDOL will be BMV2DB0.
Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled in their CREST accounts at close of business on the
Record Date and their CREST accounts will be credited with the New
Consolidated Ordinary Shares following Second Admission, which is expected to
take place on 20 September 2023.
Following the Consolidation, existing share certificates will cease to be
valid and new share certificates are expected to be despatched to those
Shareholders who hold their Existing Ordinary Shares in certificated form by 4
October 2023.
8. Resulting Share Capital
If approved by Shareholders, the issued share capital of the Company
immediately following the Consolidation is expected to comprise 19,597,251 New
Consolidated Ordinary Shares (assuming that (i) the Placing Shares, Retail
Offer Shares (if fully subscribed) and Subscription Shares are allotted and
issued; and (ii) no other Ordinary Shares are allotted and issued by the
Company between the date of the Circular and the General Meeting and excluding
the issue of any Ordinary Shares in connection with the Consolidation as
described above).
9. General Meeting
Set out at the end of the Circular is a notice convening a general meeting of
the Company to be held at Gracechurch Group, 4th Floor, 48 Gracechurch St,
London, EC3V 0EJ at 11.00 a.m. on 18 September 2023. The Notice of General
Meeting sets out the proposed Resolutions upon which Shareholders will be
asked to vote. The Resolutions are ordinary resolutions to issue and allot the
Fundraising Shares and the Convertible Loan Notes pursuant to the Fundraising,
to approve the Share Option Plan and to consolidate 50 Existing Ordinary
Shares into 1 New Consolidated Ordinary Share and a special resolution to
disapply pre-emption rights for the issue of Fundraising Shares and the issue
of the Convertible Loan Notes pursuant to the Fundraising. 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.
Action to be taken in respect of the General Meeting
A copy of the Circular will be published on the Company's website and posted
to those Shareholders that have elected to receive communications in hard
copy. Those Shareholders will find accompanying the Circular a Form of Proxy
for use in connection with the General Meeting. The Form of Proxy should be
completed and returned in accordance with the instructions thereon so as to be
received by Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds
LS1 4DL as soon as possible and in any event not later than 48 hours before
the time of the General Meeting. Completion and return of the Form of Proxy
will not prevent a Shareholder from attending and voting at the General
Meeting should he/she/it so wish. Alternatively, Shareholders may appoint a
proxy via Signal Shares or via CREST and should see the notes to the Notice of
General Meeting at the end of the Circular for further guidance.
10. Recommendation
The Directors believe the Transaction to be in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend Shareholders to vote in favour of the Resolutions
required to implement them, as they intend to do in respect of their
beneficial shareholdings amounting to 2.23 per cent. of the Existing Ordinary
Shares.
Definitions
The following definitions apply throughout this Announcement, unless the
context requires otherwise or unless it is otherwise specifically provided:
"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 Fundraising made by the Company on 30 August 2023
"Articles" the articles of association of the Company
"Bookbuild Platform" the online capital markets platform developed by BB Technologies Limited, a
company registered in England and Wales with company number 10153507 and whose
registered office is at Gable House, 239 Regents Park Road, London N3 3LF
"certificated" or "in certificated form" an Existing Ordinary Share or a New Consolidated Ordinary Share recorded on
the Company's share register as being held in certificated form (namely, not
in CREST)
"Circular" the circular, containing further details of the Fundraising and Notice of
General Meeting, which is expected to be published on 31 August 2023
"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 1000 Lakeside North Harbour, Western Road, Portsmouth,
Hampshire, England, PO6 3EN
"Consolidation" the proposed consolidation of the Company's ordinary share capital pursuant to
which every 50 Existing Ordinary Shares will be consolidated into 1 New
Consolidated Ordinary Share pursuant to Resolution 3 as set out in the Notice
of General Meeting
"Convertible Loan Notes" the 10 per cent. convertible loan notes to be issued to each of Hargreave Hale
AIM VCT plc and Octopus AIM VCT plc and Octopus AIM VCT 2 plc
"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
"EIS/VCT Placing Shares" the Fundraising Shares to be allotted and issued pursuant to the Placing and
which either (i) qualify for EIS relief or (ii) constitute a qualifying
holding for VCT purposes
"Enlarged Issued Share Capital" the issued ordinary share capital of the Company immediately following First
Admission or Second Admission, as the context requires
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 339,862,521 Ordinary Shares in issue prior to the Consolidation
"FCA" the Financial Conduct Authority
"First Admission" the admission of the Fundraising Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules
"FSMA" the Financial Services and Markets Act 2000
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General
Meeting which accompanies the Circular
"Fractional Entitlement" a fractional entitlement to a New Consolidated Ordinary Share arising on the
Consolidation
"Fundraise" or "Fundraising" the proposed Placing, issue of Convertible Loan Notes, Retail Offer and
Subscription
"Fundraising Shares" the up to 640,000,000 new Ordinary Shares of 0.5 pence each in the capital of
the Company to be issued pursuant to the Fundraising
"General Meeting" the general meeting of the Company convened for 11.00 a.m. on 18 September
2023 (or any adjournment thereof) notice of which is set out at the end of the
Circular
"General Placing Shares" the Fundraising Shares to be allotted and issued pursuant to the Placing which
do not constitute EIS/VCT Placing Shares
"Group" Rosslyn Data Technologies plc and its subsidiary undertakings
"Hargreave Hale AIM VCT plc Subscription Letter" the subscription letter between the Company and Hargreave Hale AIM VCT plc
that has been entered into on the date of this Announcement relating to the
subscription by Hargreave Hale AIM VCT plc for £300,000 of Convertible Loan
Notes
"ISIN" International Securities Identification Number
"Issue Price" 0.5 pence per Fundraising Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 11 October 2023
"New Consolidated Ordinary Shares" the new ordinary shares of 25 pence in the capital of the Company following
completion of the Consolidation (including the Fundraising Shares)
"Nominated Adviser" or "Cenkos" Cenkos Securities plc, as the Company's nominated adviser and sole broker
"Notice of General Meeting" the notice convening the General Meeting set out at the end of the Circular
"Octopus AIM VCT plc Subscription Letter" the subscription letter between the Company and Octopus AIM VCT plc that has
been entered into on the date of this Announcement relating to the
subscription by Octopus AIM VCT plc for £180,000 of Convertible Loan Notes
"Octopus AIM VCT 2 plc Subscription Letter" the subscription letter between the Company and Octopus AIM VCT plc that has
been entered into on the date of this Announcement relating to the
subscription by Octopus AIM VCT 2 plc for £120,000 of Convertible Loan Notes
"Ordinary Shares" ordinary shares of 0.5 pence each in the capital of the Company prior to the
Consolidation
"Placing" the conditional placing of Fundraising Shares by Cenkos on behalf of the
Company at the Issue Price pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 30 August 2023 between the Company and Cenkos relating to
the Placing
"Placing Shares" the 517,000,000 Fundraising Shares to be issued and allotted pursuant to the
Placing comprising the General Placing Shares and the EIS/VCT Placing Shares
"Record Date" 6.00 p.m. on 19 September 2023 (or such other time and date as the Directors
may determine)
"Registrars" Link Group of 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/.
"Resolutions" the resolutions proposed at the General Meeting as set out in the Notice of
General Meeting at the end of the Circular
"Retail Investors" existing Shareholders, who are resident in the United Kingdom and are a
customer of an intermediary who agrees conditionally to subscribe for Retail
Offer Shares in the Retail Offer
"Retail Offer" the proposed conditional offer of Retail Offer Shares to Retail Investors
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 to
subscribe for Retail Offer Shares
"Retail Offer Shares" the up to 100,000,000 Fundraising Shares to be issued pursuant to the Retail
Offer
"Second Admission" the admission of the New Consolidated Ordinary 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
"Share Option Plan" the share option plan adopted by the Company
"Subscription" the subscription for the Subscription Shares at the Issue Price
"Subscription Shares" the 23,000,000 Fundraising Shares that have been subscribed for pursuant to
the Subscription
"Transaction" the Placing, Retail Offer, issue of Convertible Loan Notes, Subscription and
the Consolidation
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares or New Consolidated
Ordinary Shares as the case may be 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
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
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" WITHIN THE MEANING OF THE UK PROSPECTUS REGULATION
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, THE UNITED KINGDOM OR ELSEWHERE. 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, CENKOS SECURITIES PLC, 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. CENKOS 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, Cenkos 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 Cenkos 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.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation, from the requirement to produce a prospectus. 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 Africa 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 offering 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 Cenkos 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 within the meaning of Article
2(e) of the UK 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 UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other than
Qualified Investors or in circumstances in which the prior consent of Cenkos
has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
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
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.
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, Cenkos or any other person and none of the
Company, Cenkos 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
Cenkos 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, Cenkos, 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 0.5 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 in the capital of the Company, including the right to receive
all dividends and other distributions declared, made or paid in respect of
such Existing Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that First Admission will take place no later than 8.00 a.m. on
19 September 2023 and that dealings in the Placing Shares on AIM will commence
at the same time.
Principal terms of the Placing
1 Cenkos is acting as broker to the Company in
respect of the Placing, as agent for and on behalf of the Company. Cenkos 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 Cenkos'
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 Cenkos to
participate. Cenkos and any of its affiliates are entitled to participate in
the Placing as principal.
3 The price per Placing Share is 0.5 pence and is
payable to Cenkos as agent of the Company by all Placees.
4 Subject to the Company's final approval, each
Placee's allocation is determined by Cenkos following consultation with the
Company and has been or will be confirmed orally by Cenkos, 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 Cenkos 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 Cenkos, such commitment
will not be capable of variation or revocation at the time at which it is
submitted.
5 Each Placee's allocation and commitment will be
evidenced by a form of confirmation issued to such Placee by Cenkos. 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 Cenkos 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 Cenkos 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) Cenkos, (b) any of its affiliates, agents, directors,
officers, consultants, (c) to the extent not contained within (a) or (b), any
person connected with Cenkos as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Cenkos), (d) any
person acting on behalf of Cenkos, 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,
Cenkos 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 Cenkos 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 Cenkos, 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 Cenkos.
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 Cenkos in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cenkos.
Settlement of transactions in the Placing Shares (ISIN: GB00BKX5CP01)
following First Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to take place on 19
September 2023 unless otherwise notified by Cenkos and First Admission is
expected to occur no later than 8.00 a.m. on 19 September 2023 unless
otherwise notified by Cenkos. The deadline for Placees to input instructions
into CREST is 10.00 a.m. on 19 September 2023. First 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
Cenkos may agree that the Placing Shares should be issued in certificated
form. Cenkos 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 LIBOR as determined by Cenkos.
Each Placee agrees that if it does not comply with these obligations, Cenkos
may sell, charge by way of security (to any funder of Cenkos) or otherwise
deal with any or all of their Placing Shares on their behalf and retain from
the proceeds, for Cenkos' 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 Cenkos 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
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
Cenkos' obligations under the Placing Agreement are, and the Placing is,
conditional upon, inter alia:
1 First Admission taking place not later than 8.00
a.m. on 19 September 2023 or such later date as is agreed in writing between
the Company and Cenkos, but in any event not later than the Long Stop Date;
2 the Hargreave Hale AIM VCT plc Subscription
Letter, the Octopus AIM VCT plc Subscription Letter and the Octopus AIM VCT 2
plc Subscription Letter each having been duly entered into by the parties
thereto;
3 the Company complying with its obligations under
the Placing Agreement to the extent that the same fall to be performed prior
to First Admission;
4 there not occurring, in Cenkos' opinion (acting in
good faith), a Material Adverse Change;
5 the General Meeting having taken place, no
adjournment of the General Meeting having occurred without the prior written
consent of Cenkos and the Resolutions having been passed at the General
Meeting by the requisite majority without amendment;
6 satisfaction or, where appropriate, the waiver of
certain other conditions set out in the Placing Agreement,
(all conditions to the obligations of Cenkos included in the Placing Agreement
being together, the "conditions").
For the avoidance of doubt, the Placing is not conditional on the Retail Offer
(or any take up of the Retail Offer Shares) or the Subscription.
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
Cenkos may agree), or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof.
By participating in the 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 Cenkos, in its
absolute discretion, by notice in writing to the Company and Cenkos 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.
Cenkos may terminate the Placing Agreement in certain circumstances, details
of which are set out below.
Neither Cenkos, 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 Cenkos'
absolute discretion.
Termination of the Placing
Cenkos may terminate the Placing Agreement, in accordance with its terms, at
any time prior to First Admission if, inter alia:
1 any of the warranties in the Placing Agreement
were, when given, untrue, inaccurate, or misleading; or
2 the Company fails or is unable to comply with
its obligations under the Placing Agreement; or
3 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
4 a matter, fact, circumstance or event has arisen
such that in the opinion of Cenkos (acting in good faith) a supplementary
circular and/or supplementary press announcement is required to be published
or released; or
5 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 Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
Cenkos that the exercise by the Company or Cenkos 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 Cenkos and that neither
the Company nor Cenkos need make any reference to such Placee and that none of
the Company, Cenkos 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 Cenkos 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 Cenkos that, during the period ending on the
later of (i) 180 days after the date of First Admission, and (ii) publication
of the audited results of the Company for financial period ending 30 April
2023, it will not without the prior consent of Cenkos 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
Subscription and 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
Cenkos 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 Cenkos 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 Cenkos expressly agrees in writing to the contrary) that:
1 it has read and understood this Announcement in
its entirety and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with First Admission, the
Placing, the Company, the Placing Shares or otherwise, other than the
information contained in this Announcement and the Publicly Available
Information;
2 it has not received a prospectus or other offering
document in connection with the Pacing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus Regulation or
the UK Prospectus Regulation; and (b) has been or will be prepared in
connection with the Placing;
3 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;
4 it has made its own assessment of the Placing
Shares and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
none of Cenkos, 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 Cenkos, 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;
5 neither Cenkos 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;
6 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 Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on Publicly Available
Information;
7 neither the Company, Cenkos 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;
8 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;
9 it has not relied on any investigation that Cenkos
or any person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
10 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 Cenkos 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;
11 the Placing is conditional on each of the Hargreave
Hale AIM VCT plc Subscription Letter, the Octopus AIM VCT plc Subscription
Letter and the Octopus AIM VCT 2 plc Subscription Letter having been duly
entered into by the parties thereto, but is not conditional on the Retail
Offer (or any take up of the Retail Offer Shares) or the Subscription;
12 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, Hong Kong or in any country or jurisdiction
where any such action for that purpose is required;
13 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;
14 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;
15 the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective registration
under the Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16 it and 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;
17 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;
18 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;
19 neither Cenkos, 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 Cenkos and that Cenkos 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;
20 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 Cenkos 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 Cenkos 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;
21 no action has been or will be taken by any of the
Company, Cenkos 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;
22 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 Cenkos 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 Cenkos 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 Cenkos or transferred to the CREST stock account of Cenkos,
whereupon Cenkos will hold them as a nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
23 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 Cenkos 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);
24 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;
25 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 First Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
Prospectus Regulation;
26 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" being a person falling within Article 2(e) of the UK
Prospectus Regulation. 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;
27 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 Cenkos 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;
28 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);
29 if it is a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation or the Prospectus Regulation,
the Placing Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the UK or in a Relevant State other than
Qualified Investors or in circumstances in which the express prior written
consent of Cenkos has been given to the offer or resale;
30 it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this invitation to
participate in the Placing;
31 neither Cenkos 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;
32 neither the Company nor Cenkos, nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of the Company, Cenkos 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 Cenkos' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
33 it acknowledges and accepts that Cenkos 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, Cenkos will
not make any public disclosure in relation to such transactions;
34 Cenkos 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 Cenkos and/or any of its affiliates, acting as an investor for its
or their own account(s). Neither the Company nor Cenkos intend to disclose the
extent of any such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so;
35 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;
36 in order to ensure compliance with the Regulations,
either Cenkos (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 Cenkos or the Registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at Cenkos' absolute discretion or, where appropriate, delivery
of the Placing Shares to it in uncertificated form may be delayed at either
Cenkos' or the Registrars', as the case may be, absolute discretion. If within
a reasonable time after a request for verification of identity, Cenkos (for
itself and as agent on behalf of the Company) or the Registrars have not
received evidence satisfactory to them, Cenkos 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;
37 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 Cenkos' conduct of the Placing;
38 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;
39 it irrevocably appoints any duly authorised officer of
Cenkos 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;
40 the Company, Cenkos 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 Cenkos, on its behalf and
on behalf of the Company and are irrevocable;
41 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;
42 time is of the essence as regards its obligations under
this Appendix;
43 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 Cenkos;
44 the Placing Shares will be issued subject to the terms
and conditions of this Appendix; and
45 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 Cenkos 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, Cenkos 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, Cenkos 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 Cenkos 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 Cenkos 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 Cenkos in the event that either the
Company and/or Cenkos has incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cenkos for itself and on behalf of the Company
and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cenkos 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 Cenkos 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
Cenkos, any money held in an account with Cenkos 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 Cenkos' 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.
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