REG - Saietta Group PLC - Placing and Subscription
27/11/2023 18:00
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RNS Number : 8202U Saietta Group PLC 27 November 2023
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (596/2014/EU) as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). In addition,
market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR. This inside information is set out in this
announcement. Upon the publication of this announcement, such information
will no longer constitute inside information.
27 November 2023
Saietta Group plc
("Saietta", "the Company" or "the Group")
Proposed Placing, Subscription and Broker Option to raise a minimum of £6.4
million
Saietta Group plc (AIM: SED), the multi-national business which designs,
engineers and manufactures complete electric drivetrain (eDrive) solutions for
electric vehicles, is pleased to announce its intention to raise a minimum of
£5.2 million by way of a placing (the "Placing"), and approximately £1.2
million via a subscription (the "Subscription") (together, the "Fundraising"),
both at an issue price of 17 pence per share (the "Issue Price"). The Company
has also issued a Broker Option to Canaccord Genuity Limited ("Canaccord
Genuity"), pursuant to which up to an additional £1.0 million can be raised
at the Issue Price until 4.45 p.m. on 12 December 2023.
The Fundraising is being conducted in two tranches. Approximately £1.7
million is proposed to be raised via the Firm Fundraising (comprising the Firm
Placing and the Firm Subscription), which will utilise the Company's existing
authorities to allot shares and disapply the pre-emption rights granted at its
recent Annual General Meeting. A minimum of £4.7 million is proposed to be
raised via the Conditional Fundraising (comprising the Conditional Placing,
the Conditional Subscription and, to the extent it is exercised, the Broker
Option), which will be subject, amongst other things, to the approval of
Shareholders at a general meeting to be convened by the Company.
Highlights:
· Intention to raise a minimum of £6.4 million (before expenses)
through a Placing, a Subscription and a Broker Option, in each case at a price
of 17 pence per share.
· The Fundraising is expected to satisfy the Company's working
capital requirements through to the end of March 2024, by which time the
Company is expecting to have announced a number of major commercial
developments, described more fully below.
· Net proceeds from the Fundraising will be used as follows:
o £3.5 million - General working capital
o £1.0 million - Saietta VNA, to be used for:
§ Working capital; and
§ Capital expenditure
o £1.5 million - Repayment of overdue creditors
· The Issue Price represents a discount of approximately 17 per
cent. to the closing mid-market price of the Company's Ordinary Shares on
Friday 24 November 2023, being the latest practicable date before this
Announcement.
· The Placing is to be conducted by way of an accelerated bookbuild
process (the "Bookbuild"), to commence immediately following this Announcement
and will be subject to the terms and conditions set out in Appendix II to this
Announcement.
· In addition, the Company has granted a Broker Option to Canaccord
Genuity which will be available until 4:45 p.m. on 12 December 2023 and is
subject to the terms and conditions set out in Appendix II to this
Announcement.
· The Conditional Fundraising is subject, amongst other things, to
shareholder approval being obtained at a general meeting of the Company (the
"General Meeting") expected to be held on 15 December 2023 in order to allow
the issue of the Conditional Fundraising Shares on a non-pre-emptive basis.
· A further announcement will be made in the coming days on the
publication of a shareholder circular, which will contain further details of
the Fundraising and the Notice of General Meeting (the "Circular").
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Fundraising in
Appendix II to this Announcement. Further information relating to the
Fundraising and use of proceeds is set out below.
By choosing to participate in the Fundraising and by making an oral and
legally binding offer to acquire New Ordinary Shares, investors will be deemed
to have read and understood this Announcement in its entirety (including the
Appendices), and to be making such offer on the terms and subject to the
conditions of the Fundraising contained herein, and to be providing the
representations, warranties and acknowledgements contained in Appendix II.
Capitalised terms not otherwise defined in the text of this Announcement have
the meaning given to them in the section headed "Definitions" in Appendix III
below.
Director Participation
David Woolley, David Wilkinson, Emmanuel Clair and Devyani Vaishampayan, each
a Director of the Company, have indicated they would be willing to participate
in the Firm Subscription at the Issue Price to an aggregate value of
approximately £350,000. A further announcement will be made in due course
once such dealings have occurred.
Tony Gott, Executive Chairman of Saietta, commented:
"We are pleased to announce that we had support in this fundraising from
across our investor base including Saietta board members, the founder of our
JV partner in India, all of our largest existing institutional investors, new
institutional investors and a number of our pre-IPO retail investors who
have supported us for many years.
We suspect these investors all see what the Saietta Board sees - that we now
have proven market demand for both of our families of eDrives from a
mainstream lightweight vehicle manufacturer in our key target launch market of
India, the factory is in place in Delhi and is manufacturing AFT eDrives and
the supply chain is up and running.
There's a lot of work left to do to ramp up production in India and the UK but
as a Board, we fervently believe that we have the right products with proven
market pull, at the right time with the right people to drive this through. We
look forward to seeing the first light commercial vehicles powered by Saietta
on the roads in India in the first half of 2024 to help clean up the air in
Indian megacities."
For any further enquiries, please contact:
Saietta Group contact@saietta.com
Tony Gott, Executive Chair
David Woolley, Chief Executive Officer
Canaccord Genuity (Nomad and Broker) 0207 523 8000
Henry Fitzgerald-O'Connor / Harry Pardoe
Expected timetable of events
Announcement of the Fundraising and the Bookbuild 5.30 p.m. on 27 November 2023
Announcement of the results of the Bookbuild 7.00 a.m. on 28 November 2023
Publication of the Circular 28 November 2023
First Admission and commencement of dealings in the Firm Fundraising Shares on 8.00 a.m. on 1 December 2023
AIM
CREST accounts to be credited for Firm Fundraising Shares to be held in 1 December 2023
uncertificated form
Dispatch of definitive share certificates for Firm Fundraising Shares to be within 10 working days of First Admission
held in certificated form
Latest time and date for Broker Option Exercise 4.45 p.m. on 12 December 2023
Latest time and date for receipt of Forms of Proxy and CREST proxy 10.00 a.m. on 13 December 2023
instructions
General Meeting 10.00 a.m. on 15 December 2023
Result of General Meeting announced 15 December 2023
Second Admission and commencement of dealings in the Conditional Fundraising 8.00 a.m. on 19 December 2023
Shares on AIM
CREST accounts to be credited for Conditional Fundraising Shares to be held in 19 December 2023
uncertificated form
Dispatch of definitive share certificates for Conditional Fundraising Shares within 10 working days of Second Admission
to be held in certificated form
Notes:
1. The Company reserves the right to alter the dates and times
referred to above. If any of the dates and times referred to above are altered
by the Company, the revised dates and times will be announced through a
Regulatory Information Service without delay.
2. All references to time in this expected timetable of events
are to London time, unless otherwise stated.
Background to and reasons for the Fundraising
The Company is undertaking a Fundraising of a minimum of 37,647,059 new
Ordinary Shares in aggregate, to raise funds to provide further working
capital and to generate the financial resources required to fully capitalise
on sales contracts in its pipeline.
History
Saietta set out with the objective of using the Axial Flux Technology motor to
deliver class-leading efficiency for electric vehicle drivetrains. The Company
was seeking to solve the EV motor efficiency paradox, in which high efficiency
motors are expensive, and lower efficiency motors require more batteries which
increases vehicle weight and increases cost. The Directors have long believed
that the Company's innovative technology has the potential to solve the
efficiency paradox, providing a high efficiency, low maintenance, modular
motor, that can be sold at a price that is competitive with low efficiency
solutions.
On initial admission to trading on AIM in July 2021, Saietta was largely a
product development company, with a considerable Research and Development
spend, and annual revenues of less than £1 million. Since then, the Company
has been working to realise the potential of its technology, developing
prototypes into real commercially attractive products.
During the period since initial admission to trading on AIM, the Company has
evolved from a supplier solely of electric motors to a supplier of full eDrive
systems, having developed power electronics, transmissions, inverters and
Vehicle Control Units ("VCUs") that can be sold incorporating their motors.
The Company has developed a complementary Radial Flux Technology motor for use
in certain lighter-weight vehicles, completed prototyping and testing on both
product lines, established a manufacturing facility in Sunderland, entered
into a joint venture for supply of products to the Indian market which in turn
has built a high-volume production facility in Delhi.
The Company has also, through partnership with leading vehicle OEMs,
engineered bespoke solutions for prospective customers and commenced testing
in situ to demonstrate the performance benefits of its products.
As a result of this work, the Company is now demonstrably at the point of
commercialisation. The Directors believe that the investment in design,
engineering and product development, coupled with the intellectual property
that protects the Company's market-leading technology, has created a business
that is very well placed to capture the opportunity in the high-growth global
EV market.
Commercialisation
As announced on 19 October 2023, the Company has now narrowed its focus onto
high-volume opportunities with established OEMs in India and the wider Asian
region. Since 26 September 2023, the Company has announced that it has been
confirmed as the eDrive supplier for two product lines with the same global
OEM customer. The Directors believe that these two product lines have the
potential to generate over £150 million of revenue for Saietta VNA, the
Company's 49 per cent. owned joint venture, over the period to 31 March 2028.
The Company is also in advanced discussions on eDrive supply agreements for
other product lines with the same OEM, and on the supply of eDrives to another
major OEM customer. Further information on the Company's near-term commercial
pipeline is set out in a separate paragraph further below.
The Board believes that the increased scale of commercial opportunities from
the current sales pipeline presents a unique opportunity for the Company.
Whilst the Company has invested heavily in manufacturing capacity in recent
years, additional funding will be required to deliver the scale of orders
expected by Saietta VNA and Saietta Group in the coming months and years.
Working Capital
On 19 October 2023, the Company announced that it had sufficient working
capital into December 2023. Funding is therefore required in the immediate
term to provide general working capital for the Company beyond this period.
Given the Company's constrained working capital position, and the Company's
narrowed focus on commercialisation and margin, the Directors have taken and
are taking various actions to optimise the cost base and improve cash
management. Those actions include, but are not limited to, (i) all supplier
purchase orders now requiring CEO authority, (ii) a planned re-structuring of
the teams at the Saietta sites in Sunderland and Silverstone, (iii) the
introduction of a dedicated "continuous product cost down" team, and (iv) the
further implementation of the Microsoft Business Central ERP system.
In recent months the Company has also built up a balance of overdue creditors,
to help protect its cash position. As described further below, the proceeds of
the Fundraising will be used, in part, to pay-down the balance of creditors.
Near-term commercial opportunities and corporate objectives
The Directors believe there are a number of material near-term commercial
opportunities for the Company and for Saietta VNA, the Company's joint venture
in India. The Directors' confidence in each of these opportunities is derived
from advanced conversations that are ongoing with the respective counterparty.
Set out below is the pipeline of material near-term contract opportunities,
the status of each, and the Company's milestone targets for March 2024.
Saietta VNA Joint Venture
- Supply of AFT eDrive for initial OEM customer (3-wheel
vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: £85 million
Forecast contract commencement date: November 2023 (pilot production
commenced)
Status: Purchase order received for pilot production as announced 27 September
2023
- Supply of RFT eDrive for initial OEM customer (3-wheel
vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: £71 million
Forecast contract commencement date: March 2024 (pilot production commences)
Status: Purchase order received for pilot production as announced 13 November
2023
- Supply of RFT eDrive for separate OEM customer
(2-wheel vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: £92 million
Forecast contract commencement date: January 2025
Target milestone by March 2024: Proof of concept letter from customer
- Supply of AFT eDrive for initial OEM customer (4-wheel
vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: £60 million
Forecast contract commencement date: March 2024
Target milestone by March 2024: Initial purchase order from customer
Saietta Group plc
- Contract manufacturing of Electrical Steering Pump
Indicative Group revenue to 31 March 2028: £58 million
Forecast contract commencement date: August 2024
Target milestone by March 2024: Letter of Intent from customer
The Company has also established the following additional objectives, for
completion by 31 March 2024:
- Complete the cost rationalisation and Company re-structure exercise;
- Recruit a new full-time Group Chief Financial Officer; and
- Materially progress the monetisation of intellectual property held
over the Group's marine products.
Further to the announcement on 1 August 2023, the Directors also believe that
material royalty payments in respect of the intellectual property that the
Company licensed to Consolidated Metco Inc ("ConMet") will commence during the
financial year ending 31 March 2026. The assumptions in respect of these
royalty payments are set out in Appendix I to this announcement.
Use of proceeds and working capital requirements
The Directors intend that the net proceeds from the Fundraising will be used
for the following purposes:
· £3.5 million - General working capital
· £1.0 million - Saietta VNA to be used for:
o Working capital; and
o Capital expenditure
· £1.5 million - Repayment of overdue creditors
The Directors believe that the minimum anticipated net proceeds of the
Fundraising of £6.0 million are sufficient to satisfy the Company's working
capital requirements through to the end of March 2024. Any additional proceeds
receivable from the Bookbuild will be used to provide additional working
capital to the Group and to strengthen the Company's joint venture operations
in India, where the majority of near term contract wins are expected to be
generated from. Proceeds from the Broker Option (if exercised) would likely be
applied in a similar manner.
The Directors had forecast that the Company would require funding of at least
£11 million in order that the Company would not require further funds in the
foreseeable future. The Directors believe that the Company's cash low point
will be in November 2024, beyond which time the Company is expected to be cash
generative.
Unless there are significant additional proceeds receivable from the Bookbuild
and the Broker Option, the Company expects to have an additional capital
requirement in H1 2024. However, as described above, the Directors believe
that by this time the Company will have secured further contracts with major
customers and will be in a stronger position to raise further funds, with
clear visibility over its near-term, de-risked commercial pipeline. The
Company will explore all available options at this time in order to secure
funding on the most favourable terms. The Company is already in initial
discussions with new commercial / strategic customers that could provide an
element of financing and other options that will be explored may include
investment or other financial support from one of its existing OEM
relationships, debt financing, or a further equity fundraise.
Forecast financial information
The Company is forecasting the below key financial information. The conditions
and assumptions that support these forecasts are set out in Appendix I to this
Announcement.
Group Revenue and EBITDA forecasts
The below forecasts are the Board's estimates only, using internal
assumptions; not independently verified or reported on. The majority of
forecast revenues remain uncontracted and actual results will differ. Appendix
I to this announcement provides the basis for compilation of forecasts and the
principal assumptions used.
Financial year to 31 March FY23/24 FY24/25 FY25/26 FY26/27 FY27/28
£m £m £m £m £m
Revenue - upside 2.7 27.2 29.7 36.1 45.5
Revenue - base case 2.7 17.4 26.8 30.6 35.4
Revenue - downside 2.7 15.2 23.5 25.7 27.8
EBITDA* - upside (13.6) 2.2 11.1 25.4 34.4
EBITDA* - base case (13.7) (7.6) 4.4 17.1 21.1
EBITDA* - downside (14.0) (10.2) 0.7 3.7 4.9
*Including Share of Associate profits related to earnings generated in Saietta
VNA
Forecast Group EBITDA breakdown
Financial year to 31 March FY23/24 FY24/25 FY25/26 FY26/27 FY27/28
£m £m £m £m £m
Share of Associate earnings -1.2 -0.5 4.5 16.0 18.3
Licence fees 0.0 0.9 4.4 7.6 9.4
EBITDA attributable to Group operations -12.5 -8.1 -4.5 -6.6 -6.5
EBITDA* (13.7) (7.6) 4.4 17.1 21.1
*Including Share of Associate profits related to earnings generated in Saietta
VNA
Saietta VNA Revenue & EBITDA forecast
The below forecast relates to the Company's 49 per cent. owned joint venture,
Saietta VNA. This forecast has been prepared by Saietta VNA and reviewed by
Saietta Group PLC management. Revenue and EBITDA forecasts are based on
expected but largely uncontracted sales volumes. Accordingly, actual results
will differ.
Financial year to 31 March FY23/24 FY24/25 FY25/26 FY26/27
£m £m £m £m
Revenue 0.6 24.8 70.5 180.0
EBITDA -1.4 1.4 13.3 42.1
Current Trading
On 19 October 2023, the Company announced its audited financial results for
the year ended 31 March 2023, showing revenue and other income from continuing
operations of £5.1 million (2022: £4.3 million), an adjusted EBITDA loss of
£14.0 million (2022: £4.4 million loss) and a loss before tax of £28.3
million (2022: £11.1 million). Net assets of the Group as at 31 March 2023
were £29.2 million (31 March 2022: £32.8 million) and the Company's cash
position was £7.2 million (31 March 2022: £18.4 million).
For full details please see the Company's results announcement for the year
ended 31 March 2023 released on 19 October 2023.
The Company intends to announce its unaudited financial results for the six
months to 30 September 2023 in late December 2023. Since 30 September 2023,
whilst carefully managing its cash and creditor balances, the Company has
continued to selectively invest in its product and manufacturing capabilities
to ensure that Company can address its commercial opportunities and growing
sales pipeline as further described above.
The Company had a cash balance of approximately £700,000 as at the end of
October 2023. Notably, the Company has been producing eDrives for AYRO Inc,
its initial US customer, since August 2022, and a payment of approximately
£386,000 for scheduled product deliveries has recently been received.
As at the date of this Announcement, the Directors are accordingly confident
of the Company meeting its revenue and EBITDA expectations for the financial
year ending 31 March 2024, as described above.
Management Update
On 6 October 2023, the Company announced that Steve Harrison, Chief Financial
Officer, had given notice of his intention to resign as an officer and
Director of the Company, remaining in his role for a period of time to ensure
a smooth transaction of responsibilities to his replacement.
Following the announcement on 19 October 2023, which stated that David
Wilkinson, the Non-Executive Deputy Chairman of the Company and Chair of the
Audit Committee, had been appointed as Interim Chief Financial Officer, the
terms of Steve Harrison's departure from the Company have now been agreed. Mr
Harrison will cease to work in his current role with the Company from 30
November 2023 and will formally resign as a statutory Director of the Company
on 1 December 2023.
The Board continues its search for a permanent Chief Financial Officer and
will make an announcement in due course once an appointment has been made.
Terms of the Fundraising
The Company is undertaking a Fundraising of a minimum of 37,647,059 new
Ordinary Shares, in aggregate, at the Issue Price to raise funds to provide
further working capital and to generate the financial resources required to
capitalise on the anticipated sales contracts in its pipeline.
The Placing
The Placing will be conducted through an accelerated bookbuild process which
will be launched immediately following this Announcement and will be subject
to the terms and conditions set out in Appendix II to this Announcement. In
addition, the Company has granted a Broker Option to Canaccord Genuity to
place up to 8,823,529 new Ordinary Shares at the Issue Price if there is
additional demand.
The net proceeds from the Broker Option (if exercised) would provide
additional working capital beyond March 2024.
Saietta has today entered into a placing agreement with Canaccord Genuity to
act as the sole bookrunner in relation to the Placing and the Broker Option.
The Bookbuild will open with immediate effect following release of this
Announcement. The timing of the closing of the Bookbuild, the number of
Placing Shares and allocations are at the discretion of the Company and
Canaccord Genuity. Canaccord Genuity reserves the right to issue and sell a
greater or lesser number of shares through the Placing and to close the
Bookbuild without further notice. The final number of Placing Shares to be
issued pursuant to the Placing will be agreed by the Company and Canaccord
Genuity at the close of the Bookbuild and the results of the Placing will be
announced as soon as practicable thereafter.
The Placing is being conducted in two tranches. The Firm Placing will utilise
the Company's existing authorities to allot shares and for the disapplication
of pre-emption rights granted at the Annual General Meeting held on 27
September 2023, whilst the Conditional Placing will be subject to the approval
of Shareholders to allot the Conditional Placing Shares and to disapply
pre-emption rights in respect of such allotment at the General Meeting. No
element of the Placing is underwritten.
The Firm Placing is anticipated to raise a total of approximately £1.4
million (before expenses). The Firm Placing is conditional upon, inter alia,
First Admission becoming effective at 8.00 a.m. on 1 December 2023 (or such
later date as the Company and Canaccord Genuity may agree, being not later
than 8.00 a.m. on 29 December 2023). The Firm Placing is not conditional on
completion of the Conditional Fundraising occurring so there is a possibility
that the Firm Placing may complete and the Firm Placing Shares are issued but
that the Conditional Fundraising does not complete.
The Conditional Placing is anticipated to raise a minimum of approximately
£3.8 million (before expenses). In addition to the passing of the Fundraising
Resolution at the General Meeting, the Conditional Placing is conditional
upon, inter alia, First Admission becoming effective. In addition, the
Conditional Placing is conditional, inter alia, on Second Admission becoming
effective at 8.00 a.m. on 19 December 2023 (or such later date as the Company
and Canaccord Genuity may agree, being not later than 8.00 a.m. on 29 December
2023).
The Company has today entered into the Placing Agreement with Canaccord
Genuity pursuant to which Canaccord Genuity has agreed, as agent of the
Company, to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing Agreement contains customary
indemnities and warranties from the Company in favour of Canaccord Genuity
together with provisions which enable Canaccord Genuity to terminate the
Placing Agreement in certain circumstances, including circumstances where any
of the warranties are found to be untrue or inaccurate in any material
respect.
The Subscription
Under the Subscription, the Company anticipates raising approximately £1.175
million (before expenses) by way of the subscription of 6,911,765 new Ordinary
Shares at the Issue Price.
The Subscription is being conducted in two tranches. The Firm Subscription
will utilise the Company's existing authorities to allot shares and for the
disapplication of pre-emption rights granted at the Annual General Meeting
held on 27 September 2023, whilst the Conditional Subscription will be subject
to the approval of Shareholders to allot the Conditional Subscription Shares
and to disapply pre-emption rights in respect of such allotment at the General
Meeting. No element of the Subscription is underwritten.
The Firm Subscription is anticipated to raise a total of approximately £0.35
million (before expenses). The Firm Subscription is conditional upon, inter
alia, First Admission becoming effective at 8.00 a.m. on 1 December 2023 (or
such later date as the Company and Canaccord Genuity may agree, being not
later than 8.00 a.m. on 29 December 2023). The Firm Subscription is not
conditional on completion of the Conditional Fundraising occurring so there is
a possibility that the Firm Subscription may complete and the Firm
Subscription Shares are issued but that the Conditional Fundraising does not
complete.
Each of the following Directors, namely David Woolley, David Wilkinson,
Emmanuel Clair and Devyani Vaishampayan are intending to enter into
Subscription Letters with the Company to participate in the Firm Subscription
and subscribe for, in aggregate, 2,058,824 Firm Subscription Shares at the
Issue Price. The Firm Subscription is being satisfied exclusively by Directors
of the Company.
The Conditional Subscription is anticipated to raise a total of approximately
£0.83 million (before expenses). In addition to the passing of the
Fundraising Resolution at the General Meeting, the Conditional Subscription is
conditional upon, inter alia, First Admission becoming effective. In addition,
the Conditional Subscription is conditional, inter alia, on Second Admission
becoming effective at 8.00 a.m. on 19 December 2023 (or such later date as the
Company and Canaccord Genuity may agree, being not later than 8.00 a.m. on 29
December 2023).
The Company's joint venture partner, Padmini VNA, which owns 51% of Saietta
VNA, is participating in the Conditional Subscription (the "Padmini
Subscription"). Padmini has agreed to subscribe for a minimum of £500,000 in
the Conditional Subscription, with the Company being able to elect to increase
the Padmini Subscription to £1 million if the net proceeds of the Fundraising
exceed £6.8 million. As set out in the paragraph headed Use of Proceeds
above, based on the net proceeds of the Fundraising being £6 million,
approximately £1 million will be allocated as shareholder funding into
Saietta VNA. Should the net proceeds of the Fundraising allow it, and the
Company elects to take the maximum commitment under the Padmini Subscription,
the Board intends to allocate a further £1 million of proceeds to Saietta VNA
by the end of March 2024. These funding commitments are consistent with the
Company's working capital forecasts and the Company will still have sufficient
working capital following the Fundraising until at least the end of March
2024.
The Broker Option
The Company has granted a Broker Option to Canaccord Genuity pursuant to the
Placing Agreement in order to enable Canaccord Genuity to deal with any
additional demand in the event that requests to participate in the Fundraising
are received during the period from the date of the publication of the
announcement confirming the close of the Bookbuild until 4.45 p.m. on 12
December 2023 from Relevant Persons (as defined in Appendix II to this
Announcement). The primary purpose of the Broker Option is to deal with demand
from those investors who did not participate in the Placing. The Broker Option
is exercisable by Canaccord Genuity any number of times up to 4.45 p.m. on 12
December 2023.
Any Broker Option Shares issued pursuant to the exercise of the Broker Option
will be issued on the same terms and conditions as the Placing Shares, which
are set out in Appendix II to this Announcement, and will comprise up to
8,823,529 new Ordinary Shares.
The Broker Option may be exercised by Canaccord Genuity in its absolute
discretion, but there is no obligation on Canaccord Genuity to exercise the
Broker Option or to seek to procure subscribers for any Broker Option Shares
from investors pursuant to the Broker Option.
Admission
Application will be made to London Stock Exchange for admission to trading of
the Firm Fundraising Shares on AIM. It is expected that settlement of any such
shares and First Admission will take place no later than 8.00 a.m. on 1
December 2023 and that dealings in the Firm Fundraising Shares on AIM will
commence at that time.
Subject to the passing of the Fundraising Resolution at the General Meeting,
application will be made to London Stock Exchange for admission to trading
of the Conditional Fundraising Shares on AIM. It is expected that settlement
of any such shares and Second Admission will take place no later than 8.00
a.m. on 19 December 2023 and that dealings in the Conditional Fundraising
Shares will commence at that time.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Canaccord Genuity or by any of its respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
NOTICE TO OVERSEAS PERSONS
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing Shares
have not been, and will not be, registered under the United States Securities
Act of 1933 as amended or qualified for sale under the laws of any state of
the United States or under the applicable laws of any of Canada, Australia,
New Zealand, the Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in Regulation S
under the Securities Act) or to any national, resident or citizen of Canada,
Australia, New Zealand, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the offering of the
Placing Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company that would permit
an offering of such shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. In particular, this
announcement may not be distributed, directly or indirectly, in or into the
United States, Canada, Australia, New Zealand, the Republic of South Africa or
Japan. Overseas Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal obligation to
forward this Announcement to a jurisdiction outside the UK should seek
appropriate advice before taking any action.
FORWARD-LOOKING STATEMENTS AND FORECASTS
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Group's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Group's markets.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or implied by the
forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Group's
operations, results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as required by law
or by the AIM Rules, none of Canaccord Genuity, the Company, nor their
respective directors undertakes any obligation to publicly release the results
of any revisions to any forward-looking statements in this Announcement that
may occur due to any change in the Directors' expectations or to reflect
events or circumstances after the date of this Announcement.
In addition, this Announcement contains forecast revenues, EBITDA, Share of
Associate profit, licence fees and cash flows for the Group for the five
financial years ended 31 March 2028 (the "Group Forecasts"). Appendix I to
this Announcement sets out the basis of preparation of the Group Forecasts and
the key assumptions made by the Directors in preparing such forecasts.
Recipients of this Announcement should carefully read Appendix I to this
Announcement and should note that the Group Forecasts are based on expected
but largely uncontracted sales volumes and, accordingly, actual results may
differ.
GENERAL
Canaccord Genuity, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Broker to the Company in
connection with the Placing. Canaccord Genuity will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Canaccord Genuity or for providing advice to any other person in
connection with the Placing. Canaccord Genuity is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. Canaccord Genuity has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted by
Canaccord Genuity for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material information.
The New Ordinary Shares will not be admitted to trading on any stock exchange
other than AIM.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
INTERPRETATION
Certain terms used in this Announcement are defined under the heading
"Definitions" in Appendix III to this Announcement.
All times referred to in this Announcement are, unless otherwise stated,
references to London time.
All references to legislation in this Announcement are to the legislation of
England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation or regulation shall include any amendment,
modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender and vice versa.
Appendix I
FORECASTS
FORECAST ASSUMPTIONS AND BASIS OF PREPARATION
In this Announcement, the Directors forecast revenues, EBITDA, Share of
Associate profit, licence fees and cash-flow for the Group for the financial
years ending 31 March 2024, 2025, 2026, 2027 and 2028 (the "Group Forecasts").
The Directors have considered the Group Forecasts, which have been made after
due and careful enquiry, and confirm that they remain valid as at the date of
this Announcement and that they been properly compiled on the basis of the
assumptions and accounting policies set out below.
Basis of preparation
The Group Forecasts have been prepared on a basis consistent with the
accounting policies of the Company, which is in accordance with IFRS and are
the accounting policies that the Company will apply in preparing its financial
statements during the forecast period.
Key Assumptions
Contract and expected production start date Downside Case Base Case Upside Case
AFT 3W - OEM 1. May-24 80-day delay OEM minimum 5-year volume*: 40,000 As Base Case
Y1 base volume reduced by 40% Management target volume**: 93,000
RFT 3W - OEM 1. Apr-24 6-month delay OEM minimum 5-year volume*: 60,000 Y1 base volume increased by 40%
Y1 base volume reduced by 50% Management target volume**: 130,000
AFT 4W - OEM 1. Nov-24 6-month delay OEM minimum 5-year volume*: 40,000 Production Start Aug-24
Y1 base volume reduced by 50% Management target volume**: 49,000 Y1 base volume increased by 33%
RFT 2W - OEM 2. Apr-25 6-month delay OEM minimum 5-year volume*: 800,000 Y1 base volume increased by 40%
Y1 base volume reduced by 60% Management target volume***: 516,000
Sunderland Contract Manufacturing. Jun-24 3-month delay Volume Targets from Customer 3-months ahead of schedule,
Y1 base volume reduced by 10% Y1 base volume increased by 10%
ConMet - Revenue and Volumes
FY 25/26 £1.11m / 7,000 units £2.19m / 12,000 units £3.26m / 16,000 units
FY26/27 £2.24m / 16,000 units £2.90m / 30,000 units £5.01m / 34,000 units
FY27/28 £3.32m / 21,000 units £4.22m / 32,500 units £6.96m / 47,500 units
ConMet amounts are based on 2.5% royalty fee applied to Saietta management's
estimate of likely ConMet volumes, pricing, and timing for sales of the
In-Wheel Generator and In-Wheel Motor
Other Assumptions
UK Production Organic Growth 5% p.a. 12.5% p.a. 20% p.a.
Opex Reduction Zero -10% -15%
Sunderland Plant None Footprint halved Mar-25 Footprint halved Mar-25
India Organic Growth None None Selective growth rates applied to product volumes of Indian lightweight
vehicles to reflect growth in market
* Volume minimums provided by potential customers are subject to change and
are not contractually binding
** Management target volumes to FY27/28 are subject to change
*** 3-year volume target to FY27/28
The Directors have also made the following principal assumptions in relation
to the operations of the Company:
· the Company maintains sufficient working capital to remain
operational during the forecast period. More detail on the Company's working
capital requirements is set out in the 'Use of proceeds and working capital
requirements' section of this Announcement;
· sale prices remain at current levels, but could be subject to
inflation; and
· no proceeds are received from the monetisation of the Group's
Propel unit.
The Directors have also made the following principal assumptions which are
outside the Company's influence or control:
· there would be no material changes to prevailing macroeconomic or
political conditions in the markets and regions in which the Company operates;
· there would be no material change to the competitive environment
in the Company's target markets and regions that would materially affect
expected demand for the Company's products;
· the interest, inflation and foreign exchange rates in the markets
and regions in which the Group operates would remain materially unchanged from
the prevailing rates; and
· there would be no material adverse events that would have a
significant impact on Company's financial performance.
Appendix II
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 (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) ("UNITED
STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
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 REGULATION (EU)
2017/1129, AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF REGULATION 2017/1129/EU AS IT
FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") AND WHO: (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 IN (B) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS IN MEMBER STATES OF THE EEA WHO ARE NOT QUALIFIED INVESTORS AND
PERSONS IN THE UNITED KINGDOM 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 PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED
INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SAIETTA GROUP PLC (THE
"COMPANY").
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR 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. 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,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE 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.
No action has been taken by the Company, Canaccord Genuity Limited ("Canaccord
Genuity") 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.
This Announcement is for information only and neither this Announcement nor
any part of it constitutes or forms part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa 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 the Financial Services and Markets Act
2000 (the "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 South Africa 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 or the Republic
of South Africa. 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 or the Republic of South Africa 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 the Placing, Subscription and
the Broker Option.
By participating in the Fundraising, each person who is invited to and who
chooses to participate in the Fundraising by making an oral or written offer
to subscribe for Placing Shares or Broker Option Shares (including any
individuals, funds or others on whose behalf a commitment to subscribe for
Placing Shares or Broker Option Shares is given) (a "Placee"), will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares or Broker Option
Shares in the Company in the Fundraising 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 (inter alia) that:
1. if it is in the United Kingdom it is a
Relevant Person and if it is in a member state of the EEA it is a Qualified
Investor (each a "Relevant State"), and it undertakes that it will acquire,
hold, manage or dispose of any Placing Shares or Broker Option Shares that are
allocated to it for the purposes of its business;
2. in the case of any Placing Shares or Broker
Option Shares acquired by it as a financial intermediary, as that term is used
in Article 5(1) of the EU Prospectus Regulation:
2.1 the Placing Shares or Broker Option Shares
acquired by it in the Fundraising 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 Canaccord Genuity has been given to the offer or resale; or
2.2 where Placing Shares or Broker Option Shares have
been acquired by it on behalf of persons in a Relevant State other than
Qualified Investors, the offer of those Placing Shares or Broker Option Shares
to it is not treated under the EU Prospectus Regulation as having been made to
such persons;
3. in the case of any Placing Shares or Broker
Option Shares acquired by it as a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation:
3.1 the Placing Shares or Broker Option Shares
acquired by it in the Fundraising 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 Relevant Persons or in circumstances in which
the prior consent of Canaccord Genuity has been given to the offer or resale;
or
3.2 where Placing Shares or Broker Option Shares have
been acquired by it on behalf of persons in the United Kingdom other than
Relevant Persons, the offer of those Placing Shares or Broker Option 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 or Broker
Option Shares for its own account or is acquiring the Placing Shares or Broker
Option 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. it (and any person on whose account it is
acting) is outside the United States and acquiring the Placing Shares or
Broker Option Shares in an "offshore transaction" 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 Financial Conduct Authority ("FCA") or London Stock Exchange
plc in relation to the Fundraising or the New Ordinary Shares and Placees'
commitments will be made solely on the basis of the information contained in
this Announcement and any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies) by or on
behalf of the Company on or prior to the date of this Announcement (the
"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 Fundraising, agrees that the content of
this Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information
(other than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Company, Canaccord Genuity or any other
person and none of the Company, Canaccord Genuity 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 Fundraising.
No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
business and financial advice regarding an investment in the Placing Shares or
Broker Option Shares. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity has today entered into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, Canaccord Genuity, as agent for
and on behalf of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares at 17 pence per Placing Share (the
"Issue Price"). The timing of the closing of the book and allocations are at
the discretion of the Company and Canaccord Genuity.
The New Ordinary Shares have been or will, when issued, be subject to the
articles of association of the Company (the "Articles") and credited as fully
paid and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the date of
issue of the New Ordinary Shares, and will on issue be free of all pre-emption
rights, claims, liens, charges, encumbrances and equities.
The Firm Placing (which is not being underwritten) is conditional, amongst
other things, upon:
(a) the Placing Agreement becoming unconditional in all respects (save for
First Admission) and not having been terminated in accordance with its terms
prior to First Admission; and
(b) First Admission becoming effective on or before 8.00 am on 1 December
2023 or such later date as the Company and Canaccord Genuity may agree, being
no later than 8.00 am on 29 December 2023.
The Conditional Placing (which is not being underwritten) is conditional,
amongst other things, upon:
(a) the Placing Agreement becoming unconditional in all respects (save for
Second Admission) and not having been terminated in accordance with its terms
prior to Second Admission;
(b) Shareholders passing the Fundraising Resolution to be set out in the
Notice of General Meeting granting the directors authority to allot and issue
relevant securities (including the Conditional Placing Shares); and
(c) Second Admission becoming effective on or before 8.00 am on 19
December 2023 or such later date as the Company and Canaccord Genuity may
agree, being no later than 8.00 am on 29 December 2023.
The Firm Placing Shares are being placed pursuant to existing authorities
granted to the Directors while the Conditional Placing Shares are being placed
conditional, inter alia, on the passing of the Fundraising Resolution at the
General Meeting.
The Placing Shares will rank in full for all dividends with a record date on
or after the date of admission to trading on AIM and otherwise equally with
the Ordinary Shares in issue from that date.
Bookbuild
Following this Announcement, Canaccord Genuity will today commence the
bookbuilding process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. The book will open with
immediate effect. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. Members of the
public are not entitled to participate.
Canaccord Genuity and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Applications for admission to trading
Application will be made to London Stock Exchange for admission to trading of
the Firm Fundraising Shares on AIM ("First Admission"). It is expected that
settlement of any such shares and First Admission will take place no later
than 8.00 a.m. on 1 December 2023 and that dealings in the Firm Fundraising
Shares on AIM will commence at that time.
Subject to the passing of the relevant resolution at the General Meeting,
application will be made to London Stock Exchange for admission to trading
of the Conditional Fundraising Shares on AIM ("Second Admission"). It is
expected that settlement of any such shares and Second Admission will take
place no later than 8.00 a.m. on 19 December 2023 and that dealings in the
Conditional Fundraising Shares will commence at that time.
Details of the Broker Option
The Company has granted the Broker Option to Canaccord Genuity in order to
enable Canaccord Genuity to deal with any additional demand under the Placing
in the event that requests to participate in the Placing are received during
the period from the publication the announcement confirming the close of the
Bookbuild until 16:45 on 12 December 2023 from Relevant Persons. The primary
purpose of the Broker Option is to facilitate demand from those Relevant
Persons who were unable to participate in the Placing. The Broker Option is
exercisable by Canaccord Genuity, at its absolute discretion, any number of
times up to that time and date.
Relevant Persons who wish to register their interest in subscribing for Broker
Option Shares should instruct their stockbroker or independent financial
adviser to communicate their interest to Canaccord Genuity via e-mail at
cg-ecm-uk@cgf.com (mailto:cg-ecm-uk@cgf.com) . Each bid should state the
number of Broker Option Shares that the investor wishes to acquire at the
Issue Price. Any investors allocated Broker Option Shares will be considered
Placees, as defined in this Announcement.
To the extent the Broker Option is exercised, the Broker Option Shares will be
issued on the same terms and conditions as the Placing Shares, which terms are
set out in this Appendix. Orders from investors pursuant to the Broker Option
to Canaccord Genuity will only be accepted from Relevant Persons.
The Broker Option may be exercised by Canaccord Genuity in its absolute
discretion, but there is no obligation on Canaccord Genuity to exercise the
Broker Option or to seek to procure subscribers for any Broker Option Shares
pursuant to the Broker Option.
The maximum number of Broker Option Shares which may be issued pursuant to the
exercise of the Broker Option is 8,823,529 new Ordinary Shares.
Principal terms of the Placing
1. Canaccord Genuity is acting as placing agent
and broker in connection with the Placing, as agent for and on behalf of the
Company. Canaccord Genuity 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 the customers of Canaccord Genuity 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 Canaccord Genuity
to participate. Canaccord Genuity and any of its respective affiliates are
entitled to participate in the Placing as principal.
3. The price per Placing Share is 17 pence and
is payable to Canaccord Genuity as agent of the Company by all Placees. The
number of Placing Shares to be issued will be agreed between Canaccord Genuity
and the Company following completion of the Bookbuild. The number of Placing
Shares will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
4. Each prospective Placee's allocation is
determined by Canaccord Genuity in its discretion following consultation with
the Company and will be confirmed orally by Canaccord Genuity and a form of
confirmation will be dispatched as soon as possible thereafter. That oral
confirmation will constitute an irrevocable, legally binding commitment by
that person (who will at that point become a Placee), in favour of Canaccord
Genuity 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 the Canaccord
Genuity, such commitment will not be capable of variation or revocation at the
time at which it is submitted.
5. Each Placee's allocation (including, if the
Broker Option is exercised at that time, any Broker Option Shares) and
commitment will be evidenced by a form of confirmation issued to such Placee
by Canaccord Genuity. 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 Canaccord Genuity as agent for the
Company, to pay to them (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.
7. Canaccord Genuity may choose to accept or
reject bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. Canaccord Genuity may also,
notwithstanding paragraphs 4 and 5 above and subject to prior consent of the
Company (i) allocate Placing Shares after the time of any initial allocation
to any person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a bid after
that time. The Company reserves the right (upon agreement with Canaccord
Genuity) to reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
8. 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".
9. All obligations of Canaccord Genuity under
the Fundraising will be subject to fulfilment or (where applicable) waiver of
the conditions referred to below under "Conditions of the Fundraising" and to
the Placing not being terminated on the basis referred to below under
"Termination of the Fundraising".
10. By participating in the Fundraising, each Placee
will agree that its rights and obligations in respect of the Fundraising will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
11. To the fullest extent permissible by law and
applicable FCA rules, none of (a) Canaccord Genuity, (b) any of its
affiliates, agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with Canaccord Genuity as
defined in the FSMA ((b) and (c) being together "affiliates" and individually
an "affiliate" of Canaccord Genuity), (d) any person acting on behalf of
Canaccord Genuity, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither of
the Canaccord Genuity nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Fundraising or of such alternative method
of effecting the Fundraising as Canaccord Genuity and the Company may agree.
Registration and Settlement
If Placees are allocated any New Ordinary Shares in the Fundraising they will
be sent a form of confirmation or electronic confirmation by Canaccord
Genuity, as soon as it is able which will confirm the number of New Ordinary
Shares allocated to them, the Issue Price and the aggregate amount owed by
them to Canaccord Genuity.
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 Canaccord Genuity
in accordance with either the standing CREST or certificated settlement
instructions which they have in place with Canaccord Genuity.
Settlement of transactions in the New Ordinary Shares (ISIN: GB00BNDM6X87)
following First Admission and Second Admission will take place within the
CREST system, subject to certain exceptions.
It is expected that settlement of the Firm Placing Shares through CREST will
take place on 1 December 2023 unless otherwise notified by the Canaccord
Genuity and First Admission is expected to occur no later than 8.00 a.m. on 1
December 2023 unless otherwise notified by Canaccord Genuity. It is expected
that settlement of the Conditional Placing Shares and any Broker Option Shares
through CREST will take place on 19 December 2023 unless otherwise notified by
the Canaccord Genuity and Second Admission is expected to occur no later than
8.00 a.m. on 19 December 2023 unless otherwise notified by Canaccord Genuity.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the New Ordinary Shares to
CREST or the use of CREST in relation to the Fundraising, the Company and
Canaccord Genuity may agree that the New Ordinary Shares should be issued in
certificated form. Canaccord Genuity reserves the right to require settlement
of the New Ordinary Shares, and to deliver the New Ordinary Shares to Placees,
by such other means as they deem necessary if delivery or settlement to
Placees is not possible or practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above
prevailing Sterling Overnight Index Average (SONIA) as determined by Canaccord
Genuity.
Each Placee agrees that if it does not comply with these obligations,
Canaccord Genuity may sell, charge by way of security (to any funder of
Canaccord Genuity) or otherwise deal with any or all of their Placing Shares
(or if exercised, any Broker Option Shares) on their behalf and retain from
the proceeds, for either the Broker's own accounts 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 Canaccord Genuity 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 or similar taxes (together with any
interest, fines or penalties relating thereto) which may arise upon the sale
of their Placing Shares (or if exercised, any Broker Option 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. By communicating a bid for Placing Shares, each Placee
confers on Canaccord Genuity all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which
Canaccord Genuity lawfully takes in pursuance of such sale.
If Placing Shares (or if exercised, any Broker Option 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 (or if exercised, any Broker Option 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 (or if exercised, any Broker Option Shares) should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax or other similar taxes (and/or
any interest, fines or penalties relating thereto) is payable in respect of
the allocation, allotment, issue or delivery of the Placing Shares (or if
exercised, any Broker Option Shares) (or for the avoidance of doubt if any
stamp duty or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares (or if
exercised, any Broker Option Shares)), neither Canaccord Genuity nor the
Company shall be responsible for the payment of such amounts. Placees will not
be entitled to receive any fee or commission in connection with the
Fundraising.
Conditions of the Placing and the Broker Option
The obligations of Canaccord Genuity under the Placing Agreement in respect of
the Firm Placing are conditional upon, inter alia:
(a) the Company allotting the Firm Placing Shares, prior to and
conditional only on First Admission, in accordance with the terms of the
Placing Agreement;
(b) First Admission taking place not later than 8.00 a.m. on 1
December 2023 or such later date as is agreed in writing between the Company
and Canaccord Genuity, but in any event not later than 8.00 a.m. 29 December
2023;
(c) the Company complying in all material respects with all of
its undertakings and obligations under the Placing Agreement and having
satisfied all of the Firm Placing Conditions to be satisfied by it, in each
case under the terms of the Placing Agreement or under these terms, to the
extent that the same fall to be performed prior to First Admission; and
(d) none of the warranties in the Placing Agreement having
ceased to be true and accurate or having become misleading following the date
of the Placing Agreement up to and including the date of First Admission, in
each case, as though they had been given and made on such dates by reference
to the facts and circumstances then subsisting which, in the opinion of the
Canaccord Genuity (acting in good faith), is material in the context of the
Fundraising and/or First Admission.
The obligations of Canaccord Genuity under the Placing Agreement in respect of
the Conditional Placing (and if exercised, the Broker Option Shares) are
conditional upon, inter alia:
(a) the General Meeting to be held by the Company having taken
place on the date set out in the Notice of General Meeting, no adjournment of
the general meeting having occurred without the prior written consent of
Canaccord Genuity and the relevant resolution having been passed by the
requisite majority at the general meeting without amendment;
(b) the Company allotting the Conditional Placing Shares and, to
the extent the Broker Option is exercised, the Broker Option Shares prior to
and conditional only on Second Admission, in accordance with the terms of the
Placing Agreement;
(c) First Admission having become effective;
(d) Second Admission taking place not later than 8.00 a.m. on 19
December 2023 or such later date as is agreed in writing between the Company
and Canaccord Genuity, but in any event not later than 8.00 a.m. on 29
December 2023;
(e) the Company complying in all material respects with all of
its undertakings and obligations under the Placing Agreement and having
satisfied all of the Conditional Placing Conditions to be satisfied by it, in
each case under the terms of the Placing Agreement or under these terms, to
the extent that the same fall to be performed prior to Second Admission;
(f) none of the warranties in the Placing Agreement having
ceased to be true and accurate or having become misleading following the date
of the Placing Agreement up to and including the date of Second Admission, in
each case, as though they had been given and made on such dates by reference
to the facts and circumstances then subsisting which, in the opinion of the
Canaccord Genuity (acting in good faith), is material in the context of the
Fundraising and/or Second Admission,
(all conditions to the obligations of the Canaccord Genuity included in the
Placing Agreement being together, the "conditions").
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 the
Canaccord Genuity may agree), or becomes incapable of being fulfilled or the
Placing Agreement is terminated in accordance with its terms, the Fundraising
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 Fundraising, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Fundraising" below and will not be capable of
rescission or termination by it.
Certain conditions may be waived in whole or in part by Canaccord Genuity, in
their absolute discretion, by notice in writing to the Company and Canaccord
Genuity 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.
Canaccord Genuity may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Canaccord Genuity, 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 Fundraising nor for any decision any of them may make as to
the satisfaction of any condition or in respect of the Fundraising generally
and by participating in the Fundraising each Placee agrees that any such
decision is within the absolute discretion of Canaccord Genuity.
For the avoidance of doubt, neither the Placing nor the Subscription are
conditional upon the exercise of the Broker Option.
Termination of the Fundraising
Canaccord Genuity may terminate the Placing Agreement, in accordance with its
terms, at any time prior to Admission if, inter alia:
12. there shall have been a breach by the Company of
any of the warranties in the Placing Agreement in any respect which Canaccord
Genuity (acting in good faith) considers to be material in the context of the
Fundraising and/or Admission;
13. the Company has failed or is unable to comply with
its obligations under the Placing Agreement in any material respect;
14. any statement contained in the Placing Documents
is or has become or has been discovered to be untrue or inaccurate or
misleading, or any matter has arisen which would, if any of the Placing
Documents were to be issued at that time, constitute an omission therefrom and
which, in any such case, is material in the context of the Fundraising and/or
Admission;
15. in the opinion of Canaccord Genuity (acting in
good faith) there has occurred a material adverse change in the business of
the Group or in the financial or trading position or prospects of the Group or
the Company; or
16. there has occurred certain market disruption or
force majeure events.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions. If the Placing Agreement is
terminated in accordance with its terms, the rights and obligations of each
Placee in respect of the Fundraising 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 (or if exercised, any Placee subscribing for
Broker Option Shares pursuant to the Broker Option) each Placee agrees with
the Company and Canaccord Genuity that the exercise by the Company or the
Canaccord Genuity of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company or Canaccord Genuity and that none of the Company nor Canaccord
Genuity need make any reference to or consult with or seek consent from such
Placee and that none of the Company, Canaccord Genuity 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 Fundraising, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Fundraising" section above and will not be capable of
rescission or termination by it.
Restrictions on further issues of securities
The Company has undertaken that it will not at any time between the date of
the Placing Agreement and the date which is 180 days after Second Admission
without the prior written consent of Canaccord Genuity enter into certain
transactions involving or relating to the allotment and issue of Ordinary
Shares, subject to certain customary carve-outs agreed between the Company and
Canaccord Genuity.
By participating in the Placing (or if exercised, any Placee subscribing for
Broker Option Shares pursuant to the Broker Option), Placees agree that the
exercise by Canaccord Genuity of any power to consent to waive the undertaking
by the Company of a transaction which would otherwise be subject to the
lock-up under the Placing Agreement shall be within the absolute discretion of
Canaccord Genuity, and that it does not need to make any reference to, consult
with, or seek consent from, Placees and that Canaccord Genuity shall have no
liability to Placees whatsoever in connection with any such exercise of the
power to grant consent or failure so to exercise.
Representations, warranties and further terms
For the purposes of this section "Representations, warranties and further
terms", the terms Placing and Placing Shares shall be construed to mean
"Fundraising" and the "New Ordinary Shares" (but excluding the Subscription
Shares) respectively, in the event that the Broker Option is exercised.
By submitting a bid and/or participating in the Placing, each prospective
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) with the Company and Canaccord Genuity that in each case
as a fundamental term of such Placee's application for Placing Shares:
17. it has read and understood this Announcement in
its entirety and that its participation in the Bookbuild and the Placing and
its acquisition of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and that it
has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this Announcement and the
Publicly Available Information;
18. it has not received and will not receive a
prospectus or other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document: (a) is required
under the EU Prospectus Regulation or UK Prospectus Regulation; and (b) has
been or will be prepared in connection with the Placing;
19. the ordinary shares of the Company are admitted to
trading on AIM, and that the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules and UK
Market Abuse Regulation, 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;
20. it has made its own assessment of the Company, the
terms of the Placing and 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 Canaccord Genuity, 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; nor has
it requested any of Canaccord Genuity, 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;
21. neither Canaccord Genuity nor any person acting on
behalf of them 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;
22. 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;
23. none of the Company, Canaccord Genuity 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;
24. 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 and it has not relied on any
investigation that Canaccord Genuity or any person acting on their behalf may
have conducted with respect to the Company, the Placing or the Placing Shares;
25. the content of this Announcement has been prepared
by and is exclusively the responsibility of the Company and that neither of
Canaccord Genuity nor any persons acting on behalf of them 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
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 or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent misrepresentation;
26. 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 or the Republic of South Africa 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 South Africa or in any country or
jurisdiction where any such action for that purpose is required;
27. it and/or each person on whose behalf it is
participating:
27.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
27.2 has fully observed such laws and regulations;
27.3 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
27.4 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;
28. 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 or the Republic of South
Africa 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 or the
Republic of South Africa and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
29. 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, resold, transferred or delivered, directly or indirectly,
within, in or into or from the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States; and 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;
30. 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;
31. 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;
32. 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;
33. neither the Company nor Canaccord Genuity, nor
their respective 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 Canaccord Genuity and
Canaccord Genuity have no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
34. 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 Canaccord Genuity 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 Canaccord Genuity
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 or similar taxes (together with any
interest, fines or penalties relating thereto) 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;
35. no action has been or will be taken by any of the
Company, Canaccord Genuity 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;
36. 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. None of the Company or Canaccord Genuity will be
responsible for any liability to stamp duty or stamp duty reserve tax or
similar 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 Canaccord
Genuity in respect of the same (including any interest, fines or penalties
relating thereto) on the basis that the Placing Shares will be allotted to a
CREST stock account of Canaccord Genuity or transferred to a CREST stock
account of Canaccord Genuity who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
37. it is acting as principal only in respect of the
Placing or, if it is acting for any other person (including as fiduciary or
agent for one or more investor accounts) (a) it is duly authorised to do so
and has full power and authority to make and does make the acknowledgments,
representations, warranties, undertakings and agreements herein on behalf of
each such person(s) and (b) it is and will remain liable to the Company and
Canaccord Genuity for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for such
person(s));
38. 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;
39. it will not make an offer to the public of the
Placing Shares and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in the EEA prior to the
expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
40. if it is within the United Kingdom, it and any
person acting on its behalf (if within the United Kingdom) is a Relevant
Person and if it is within a member state of the EEA, it is a Qualified
Investor. 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;
41. 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 apply and it acknowledges that this
Announcement is not being issued by Canaccord Genuity 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;
42. 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);
43. if it is a financial intermediary, as that term is
used in Article 5(1) of the UK Prospectus Regulation or the EU 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, Relevant Persons in the UK or
Qualified Investors in a member state of the EEA, or in circumstances in which
the express prior written consent of Canaccord Genuity has been given to the
offer or resale;
44. neither of Canaccord Genuity nor any of their
respective 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;
45. acknowledges and accepts that Canaccord Genuity
may, in accordance with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related instruments for
their own account for the purpose of hedging their underwriting exposure or
otherwise and, except as required by applicable law or regulation, Canaccord
Genuity will not make any public disclosure in relation to such transactions;
46. Canaccord Genuity 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 Canaccord Genuity and/or
any of its respective affiliates, acting as an investor for its or their own
account(s). None of the Company or Canaccord Genuity intend to disclose the
extent of any such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so;
47. it has complied with its obligations in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006
(as amended) and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (as amended)
(together, the "Regulations") and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations;
48. it is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, FSMA, the Market Abuse Regulation
(EU) No 596/2014 (the "EU Market Abuse Regulation"), the EU Market Abuse
Regulation as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Market Abuse Regulation") and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply with those
obligations;
49. if it has received any "inside information" as
defined in the UK Market Abuse Regulation and the EU Market Abuse Regulation
or any price sensitive information about the Company in advance of the
Placing, it has not: (i) dealt (or attempted to deal) in the securities of the
Company; (ii) encouraged, recommended, induced or required another person to
deal in the securities of the Company; or (iii) disclosed such information to
any person except as permitted by the UK Market Abuse Regulation and the EU
Prospectus Regulation, prior to the information being made publicly available;
50. in order to ensure compliance with the
Regulations, Canaccord Genuity (each for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Canaccord
Genuity or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
Canaccord Genuity' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at Canaccord
Genuity' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity Canaccord Genuity' (each for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, Canaccord Genuity and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited;
51. 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 Canaccord Genuity' conduct of the Placing;
52. 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;
53. it irrevocably appoints any duly authorised
officer of Canaccord Genuity 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;
54. in respect of any Ordinary Shares in the capital
of the Company in respect of which it is beneficially entitled to or otherwise
interested in, it undertakes that it will cast or procure the casting of all
the votes attaching to the said ordinary shares (whether on a show of hands or
on a poll):
54.1 in favour of any resolutions to be proposed at the
General Meeting;
54.2 against any resolution or proposal to adjourn the
General Meeting;
54.3 against any resolution or proposal at the General
Meeting requiring that a poll be taken otherwise than forthwith; and
54.4 for such purpose it will complete, execute and
deliver in accordance with instructions thereon a valid form of forms of proxy
in respect of the said ordinary shares appointing the Chair of the General
Meeting as its proxy and directing its proxy to vote in favour of the
resolutions to be proposed at the General Meeting;
55. it acknowledges that the Conditional Placing is
conditional upon, amongst other things, Shareholders passing the Fundraising
Resolution to be set out in the Notice of General Meeting granting the
directors authority to allot and issue relevant securities and therefore that
Second Admission may not occur;
56. time is of the essence as regards its obligations
under this Appendix;
57. 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 Canaccord Genuity;
58. the Placing Shares will be issued subject to the
terms and conditions of this Appendix;
59. 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 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 Canaccord Genuity 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; and
60. the Company, Canaccord Genuity 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 Canaccord Genuity and the Company and are irrevocable.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Canaccord Genuity
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, Canaccord Genuity 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 or similar tax and none of the Company or Canaccord Genuity
shall be responsible for such stamp duty or stamp duty reserve tax or similar
tax. If this is the case, each Placee should seek its own advice and they
should notify Canaccord Genuity 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 Canaccord
Genuity in the event that any of the Company and/or Canaccord Genuity has
incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements, agreements and undertakings
contained in this Appendix are given to Canaccord Genuity and the Company and
are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
Canaccord Genuity do 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 Canaccord Genuity may (at their absolute discretion) satisfy their
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
Canaccord Genuity, any money held in an account with Canaccord Genuity 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 Canaccord
Genuity' 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.
Appendix III
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Admission" First Admission and/or Second Admission (as the context requires)
"AIM" the market of that name operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London Stock Exchange from time to
time
"Announcement" this announcement, including the appendices
"Articles" the articles of association of the Company in force from time to time
"Board" the board of directors of the Company
"Broker Option" the conditional placing of the Broker Option Shares to be arranged by
Canaccord Genuity at its absolute discretion as agent for the Company pursuant
to the provisions of the Placing Agreement and the terms and conditions set
out in Appendix II to this Announcement
"Broker Option Period" the period commencing on the date of this Announcement and concluding at 4.45
p.m. on 12 December 2023
"Broker Option Shares" the up to 8,823,529 new Ordinary Shares to be issued by the Company (at the
absolute discretion of Canaccord Genuity) pursuant to the Broker Option
"Canaccord Genuity" Canaccord Genuity Limited (registered in England and Wales with registered
number 01774003) whose registered office is at 88 Wood Street, London, EC2V
7QR, the Company's nominated adviser and broker
"certificated" or "in certificated form" refers to an Ordinary Share which is not in uncertificated form (that is, not
in CREST)
"Circular" the circular of the Company expected to be posted to Shareholders on or about
28 November 2023 giving (amongst other things) details of the Placing and
incorporating the Notice of General Meeting
"Companies Act" the Companies Act 2006, as amended
"Company" or "Saietta" Saietta Group plc (incorporated and registered in England and Wales with
registered number 06744840) whose registered office is Riverbank House, 2 Swan
Lane, London, United Kingdom EC4R 3TT
"Conditional Fundraising" the Conditional Placing, the Conditional Subscription and, to the extent
exercised, the Broker Option
"Conditional Fundraising Shares" the Conditional Placing Shares and the Conditional Subscription Shares and, to
the extent the Broker Option is exercised, the Broker Option Shares
"Conditional Placing" the placing by Canaccord Genuity on behalf of the Company of the Conditional
Placing Shares at the Issue Price pursuant to the terms of the Placing
Agreement
"Conditional Placing Conditions" the conditions set out in the Placing Agreement relating to the Conditional
Placing
"Conditional Placing Shares" the new Ordinary Shares to be issued pursuant to the Conditional Placing
"Conditional Subscription" the proposed subscriptions for the Conditional Subscription Shares at the
Issue Price pursuant to the Subscription Letters
"Conditional Subscription Shares" the 4,852,941 new Ordinary Shares to be issued pursuant to the Conditional
Subscription
"CREST" the computerised settlement system operated by Euroclear which facilitates the
transferring of title to shares in uncertificated form
"CREST Regulations" the Uncertified Securities Regulations 2001 (SI 2001/3755), as amended
"Directors" the directors of the Company as at the date of this Announcement
"EBITDA" earnings before interest, tax, depreciation and amortisation
"Enlarged Share Capital" the 149,485,450 Ordinary Shares in issue immediately following Second
Admission, including the Fundraising Shares (and assuming full exercise of the
Broker Option)
"ERP" Enterprise Resource Planning
"Euroclear" Euroclear UK & International Limited
"Existing Ordinary Shares" the 103,014,862 issued Ordinary Shares of the Company as at the date of this
Announcement
"FCA" Financial Conduct Authority
"Firm Fundraising" the Firm Placing and the Firm Subscription
"Firm Fundraising Shares" the Firm Placing Shares and the Firm Subscription Shares
"Firm Placing" the placing by Canaccord Genuity on behalf of the Company of the Firm Placing
Shares at the Issue Price pursuant to the terms of the Placing Agreement
"Firm Placing Conditions" the conditions set out in the Placing Agreement relating to the Firm Placing
"Firm Placing Shares" the new Ordinary Shares to be issued pursuant to Firm Placing
"Firm Subscription" the proposed subscriptions for the Firm Subscription Shares at the Issue Price
pursuant to the Subscription Letters
"Firm Subscription Shares" the 2,058,824 new Ordinary Shares to be issued pursuant to the Firm
Subscription
"First Admission" admission of the Firm Fundraising Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules which is expected to take place at
8.00 a.m. on 1 December 2023
"Form of Proxy" the form of proxy for use at the General Meeting and enclosed with the
Circular
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" the Placing, the Subscription and, to the extent exercised, the Broker Option
"Fundraising Resolution" the Resolution numbered 1 set out in the Notice of General Meeting
"Fundraising Shares" and "New Ordinary Shares" the Placing Shares, the Subscription Shares and, to the extent exercised, the
Broker Option Shares
"General Meeting" the general meeting of the Company to be held at the offices of Fieldfisher
LLP, Riverbank House, 2 Swan Lane, EC4R 3TT on 15 December 2023 at 10.00 a.m.,
notice of which is to be set out at the end of the Circular and sent to
shareholders shortly
"Group" the Company and its subsidiary undertakings (as defined in the Act) as at the
date of this Announcement
"Issue Price" 17 pence per Fundraising Share
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as
amended from time to time)
"Notice of General Meeting" the notice convening the General Meeting to be set out at the end of the
Circular and sent to shareholders shortly
"OEM" original equipment manufacturer
"Official List" the official list of the FCA
"Ordinary Shares" the ordinary shares of £0.0011 each in the capital of the Company
"Overseas Shareholders" those Shareholders with registered addresses outside the UK or who are
incorporated in, registered in or otherwise resident or located in, countries
outside the UK
"Padmini" Padmini VNA Mechatronics Limited
"PDMR" person discharging managerial responsibility for the purposes of MAR
"Placees" subscribers of Placing Shares
"Placing" together, the Firm Placing and the Conditional Placing and, if the Broker
Option is exercised in accordance with the Placing Agreement, the Broker
Option
"Placing Agreement" the conditional agreement dated 27 November 2023 between the Company and
Canaccord Genuity relating to the Placing
Placing Documents the Placing Agreement, the Circular, this Announcement, the announcement
relating to the results of the Placing, the announcement giving details of the
number of Broker Option Shares to be allotted (if the Broker Option is
exercised), the marketing presentation used as part of the bookbuild process
and any amended or supplemented version of any of them
"Placing Shares" the Firm Placing Shares and Conditional Placing Shares which have been
conditionally placed by Canaccord Genuity with institutional and other
investors pursuant to the Placing
"Registrars" or "Share Registrars" Share Registrars Limited of 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX
"Regulation S" Regulation S under the Securities Act
"Regulatory Information Service" has the meaning given to it in the AIM Rules
"Relevant Persons" has the meaning given to that term in Appendix I to this Announcement
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
"Saietta VNA" Saietta VNA Private Limited, the Company's 49% owned joint venture company
with Padmini
"Second Admission" admission of the Conditional Fundraising Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules which is expected to take
place at 8.00 a.m. on 19 December 2023
"Securities Act" United States Securities Act of 1933
"Shareholders" registered holders of Ordinary Shares
"Subscription" the Firm Subscription and the Conditional Subscription
"Subscription Letters" the letter agreements dated on or about 27 November 2023 between the Company
and each of the persons procured by or on behalf of the Company relating to
the subscription for the Subscription Shares
"Subscription Shares" the Firm Subscription Shares and the Conditional Subscription Shares which are
proposed to be allotted and issued by the Company and subscribed for by direct
subscribers pursuant to the Subscription
"uncertificated" or "in uncertificated form" recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being 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" the United States of America, its territories, or possessions, and any state
of the United States of America, the District of Columbia and all areas
subject to its jurisdiction, or any political subdivision thereof
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