REG - SigmaRoc PLC - Proposed Placing and REX Retail Offer
22/02/2023 17:30
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RNS Number : 7591Q SigmaRoc PLC 22 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 (AS IT FORMS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR") AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
SIGMAROC PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
22 February 2023
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
SigmaRoc PLC
('SigmaRoc ', the 'Group' or the 'Company')
Proposed Placing and Retail Offer to raise up to £30 million to fund
identified strategic acquisitions and organic growth investment projects
SigmaRoc (AIM: SRC), the quarried materials group today announces a proposed
fundraising of up to £30 million through the issue of new ordinary shares of
1 penny each ("Ordinary Shares") by way of a placing to institutional
investors (the "Placing") and an offer to retail investors (the "REX Retail
Offer") (together, the "Fundraising") at a price of 54 pence per ordinary
share (the "Issue Price"). For the avoidance of doubt, the REX Retail Offer is
not part of the Placing and the REX Retail Offer Shares are not Placing
Shares.
The Placing is being conducted via an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this announcement
(the "Announcement") and is subject to the terms and conditions set out in the
appendix to this Announcement (which forms part of this Announcement) (the
"Appendix"). Liberum Capital ("Liberum"), Peel Hunt LLP ("Peel Hunt") and
Redburn (Europe) Limited ("Redburn") are acting as joint bookrunners in
connection with the Placing (together, the "Joint Bookrunners"). The Bookbuild
will be closed at the discretion of the Joint Bookrunners.
Transaction highlights
· Ten potential near term strategic acquisition opportunities
identified for total consideration of approximately £39 million (the
"Acquisitions").
· Four organic growth and carbon footprint reduction projects
identified for a total investment of approximately £8 million (the "Organic
Investment Projects").
· Taken together, the Acquisitions and Organic Investment Projects
are anticipated, should they all complete, to generate approximately £42
million of net revenue, £10 million of EBITDA and profit after tax of £6
million on an annualised basis.
o Aggregate acquisition multiple of approximately 4.6x EBITDA.
o In aggregate, the Acquisitions and Organic Investment Projects are
expected to be modestly accretive to underlying EPS and ROIC in the first full
year of ownership, are consistent with the Company's strategy and carry
significant long-term potential.
· The Company has also commenced a small disposal programme,
seeking to divest three non-core assets for a total consideration of
approximately £9 million (the "Disposals"), the net proceeds of which, when
combined with the net proceeds of the Fundraising, and further internal
resources as may be required, will be applied to the Acquisitions and Organic
Investment Projects.
Fundraising highlights
· The Fundraising is proposed to raise gross proceeds of up to £30
million through the issue of up to 55,555,555 new Ordinary Shares (the
"Fundraising Shares") at the Issue Price which represents a premium of
approximately 1.89 per cent. to the closing price of 53 pence per share on 22
February 2023.
· As part of the Fundraising, the Company will make the REX Retail
Offer on the REX platform, in order to provide retail investors with the
opportunity to participate in the Fundraising. A separate announcement will be
made shortly regarding the REX Retail Offer and its associated terms.
· It is the intention of certain Directors and senior management to
participate in the Placing up to an aggregate amount of approximately
£246,000.
· The Fundraising Shares represent approximately 8.7 per cent. of
the Company's existing issued share capital.
For further information, please contact:
SigmaRoc plc Tel: +44 (0) 207 129 7828
Max Vermorken
Liberum Capital (Nomad and Joint Bookrunner) Tel: +44 (0) 203 100 2000
Nicholas How / Ben Cryer / Jamie Richards / Cara Murphy
Peel Hunt (Joint Bookrunner) Tel: +44 (0) 20 7418 8900
Investment Banking
Mike Bell / Ed Allsopp / Ben Harrington
Syndicate and Broking
Sohail Akbar / Jock Maxwell Macdonald / John Welch
Redburn (Joint Bookrunner) Tel: +44 (0) 20 7000 2020
Adam Young / Ben Glaeser
Expected timetable of events
Admission of Fundraising Shares to trading on AIM and commencement of dealings 8.00 a.m. on 28 February 2023
CREST accounts to be credited for Fundraising Shares to be held in 28 February 2023
uncertificated form
Dispatch of definitive share certificates for Fundraising Shares to be held in by 10 March 2023
certificated form
Unless otherwise specified, references in this document to time are to the
relevant time in London, England. The times and dates above are indicative
only. If there is any change, revised times and dates will be notified to
Shareholders by means of an announcement through a Regulatory Information
Service.
Additional information on the Placing is included below. Attention is also
drawn to the section headed 'Important Notices' and to the Appendix to this
Announcement containing, inter alia, the terms and conditions of the Placing
(representing important information for Placees only). The number of Placing
Shares to be placed in connection with the Placing will be agreed by the
Company and the Joint Bookrunners at the close of the Bookbuild process, and
the results of the Placing will be announced as soon as practicable
thereafter. The timing of the closing of the book and allocations is at the
absolute discretion of the Company and Joint Bookrunners.
Background to and Reasons for the Fundraising
Over the past six years the Board has successfully built a highly diversified
and resilient European quarried materials group through acquisition,
integration and the development of existing businesses. The Group demonstrated
its resilience throughout 2022, delivering significant growth, together with
improved profitability and is well-positioned for further financial and
strategic progress in 2023.
As part of the Group's ongoing strategy to strengthen its long-term returns
and sustainability, the Board has identified fourteen strategically relevant,
smaller-sized transactions and projects, which the Board believes it can enter
into during 2023. These comprise ten acquisitions across Europe (the
"Acquisitions"), and four organic growth and carbon footprint reduction
projects (the "Organic Investment Projects"). In addition, the Board intends
to complete three disposals of non-core assets to generate proceeds of
approximately £9 million to support investment in the identified transactions
(the "Disposals") (the Disposals, Acquisitions and Organic Investment Projects
are the "Transactions"). The Acquisitions will complement each of the Group's
key regions being the North East (comprising the Nordkalk operations), the
North West (comprising operations in England, Wales and the Channel Islands)
and the West Region (comprising operations across Western Europe in Belgium,
Netherlands, Luxembourg and France).
The Disposals include two proposed land disposals in Western Europe and the
disposal of non-strategic assets to streamline Nordkalk's footprint,
comprising a fully-operational milling plant in the North-East Region, for a
headline multiple of 7.7x EBITDA.
The Board believes that there is a strong financial rationale for each of the
Transactions. The Acquisitions, should they all complete, taken together with
the anticipated financial benefits of the Organic Investment Projects, and net
of the Disposals, are expected, on an annualised basis, to generate
approximately £42 million of revenue, £10 million of EBITDA and profit after
tax of £6 million. The average acquisition multiple is 4.6x EBITDA with an
expected aggregate purchase price of approximately £39 million. The Group
expects to deploy approximately £8 million on the Organic Investment
Projects.
The Board intends to fund the Acquisitions and Organic Investment Projects
from the net proceeds of the Fundraising, the proceeds from the Disposals and
further internal resources, as may be required. The Company continues to
maintain leverage below 2.0x and expects to remain below that level following
completion of the Transactions.
The Acquisitions are expected to be modestly accretive to underlying EPS and
ROIC in the first full year, are consistent with the Company's strategy and
carry significant long-term potential.
The Company has recently completed the acquisition of the entire issued share
capital of a holding company and its three subsidiary businesses (comprising
recycling, concrete pumps and road works) to form part of the West Region on a
cash-free debt-free basis for £12.3 million. The revenues of the target
company in 2022 were £13.1 million. The purchase price is based on an
indicative EBITDA multiple of 5.4x.
On 20 January 2023, the Company also completed the acquisition of a local
agri-lime supplier in the North East Region. The revenues of the acquired
company in 2022 were £1.4 million. The purchase price is based on an
indicative EBITDA multiple of 6.2x;
Summary details of the potential Acquisitions are set out below, all of which
are expected to be net earnings enhancing in the first full year of ownership:
· the potential acquisition of a quarry business to form part of
the North East Region. The purchase price is based on an indicative EBITDA
multiple of 5.0x;
· the potential acquisitions of three quarries to form part of the
North East Region. The purchase price is based on an indicative aggregate
EBITDA multiple of 3.8x; and,
· the potential acquisitions of four construction materials
businesses to form part of the North West Region. The purchase price is based
on an indicative aggregate EBITDA multiple of 5.1x.
Summary details of the Organic Investment Projects are set out below:
· the expansion of a carbon capture facility in the North East
Region in conjunction with Aqualung, which will further accelerate progress
towards the Company's ESG targets with regards to capture of CO(2) emissions;
· the expansion of a site to secure long term reserves of mineral
in the North West Region;
· the conversion to biofuel of kiln operations in the North East
Region, which will accelerate progress towards the Company's ESG targets with
regards to conversion of historical use of fossil fuel for kiln operations.
The investment is based on an indicative aggregate EBITDA multiple of 2.1x;
and
· the lease of land and construction of an asphalt plant in the
North West Region in a strategic location close to a motorway, with a
long-term lease and option for extension. The investment is based on an
indicative aggregate EBITDA multiple of 3.4x.
The above Transactions are at varying stages of negotiation and documentation.
Some of the Transactions, to the extent indicated above, have already
completed. For others, discussions in relation to commercial terms, due
diligence and legal documentation are well advanced but no binding
documentation has been entered into and therefore there can be no certainty
that some or all of these projects will be concluded.
The Board believes that all of the Transactions described above are capable of
being entered into in 2023. Whilst none of the Acquisitions are conditional
upon completion of the Fundraising, the Fundraising will facilitate
negotiations and help the delivery of the Acquisitions.
Director Participation
Certain Directors and employees of the Group have indicated their intention to
participate in the Placing which amounts to proceeds of approximately
£246,000 in aggregate. The following Directors have indicated their intention
to participate in the Placing.
Name Number of existing Ordinary Shares Percentage of existing issued share capital Number of Placing Shares Number of Ordinary Shares on Admission Percentage of Enlarged Share Capital on Admission
David Barret 3,053,439 0.48% 265,741 3,319,180 0.48%
Max Vermorken 762,219 0.12% 64,815 827,034 0.12%
Garth Palmer 616,146 0.10% 55,556 671,702 0.10%
Alphons (Fons) Vermorken 266,884 0.04% 23,148 290,032 0.04%
Dean Masefield 78,868 0.01% 9,259 88,127 0.01%
Charles Trigg 344,830 0.05% 37,037 381,867 0.06%
Trading Update and notice of results
On 31 January 2023, the Company provided a year-end trading update, announcing
that underlying FY22 EBITDA and EPS were expected to be slightly ahead of the
market consensus expectations at the time(1) of the announcement, and provided
updated guidance for FY22 revenues to be greater than £525m, underlying
EBITDA to be greater than £100m, underlying EPS to be greater than 7.7 pence
and leverage to be within the Group's target of below 2.0x EBITDA.
The Company also reported that trading in the early weeks of FY23 had been
encouraging. The Board reiterated its confidence in the Group's ability to
achieve further progress in 2023. It was also noted that the Group had
continued to develop its pipeline of strategic development projects, with
opportunities identified to accelerate strategic objectives and enhance
financial performance across many of the Group's platforms. The Company
expects to announce its final audited results for the year ended 31 December
2022 on 27 March 2023.
(1) Company compiled analyst consensus estimates as at 31 January 2023:
revenue of £525m, underlying EBITDA of £99.5m, underlying EPS of 7.7p and
leverage ratio of 2.0x
IMPORTANT NOTICES
The content of this Announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000. Reliance on
this Announcement for the purpose of engaging in any investment activity may
expose an individual to a significant risk of losing all of the property or
other assets invested.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic and business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or undertaking to
publish any updates or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.
Liberum is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom, is acting as nominated adviser for the purposes
of the AIM Rules for Companies and joint bookrunner to the Company in
connection with the Placing. Liberum is acting exclusively for the Company and
no one else in connection with the Placing. Liberum is not acting for the
Company in relation to the REX Retail Offer nor is it acting for any other
person in connection with the matters referred to in this Announcement.
Liberum's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchanges and
are not owed to the Company or to any director of the Company or to any
recipient of this document. Liberum will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA,
is acting as joint bookrunner to the Company in connection with the Placing
and is not acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to customers of Peel Hunt
or for advising any other person on the transaction, matter or arrangements
described in this document.
Redburn, which is authorised and regulated in the United Kingdom by the FCA,
is acting as joint bookrunner to the Company in connection with the Placing
and is not acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to customers of Redburn or
for advising any other person on the transaction, matter or arrangements
described in this document.
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 the Company or the Joint Bookrunners or by any of their 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.
The distribution of this Announcement in certain jurisdictions may be
restricted by law. This Announcement is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States of America, Australia, Canada, Japan, New Zealand or the
Republic of South Africa or in any jurisdiction in which such offer or
solicitation would be unlawful and should not be relied upon in connection
with any decision, or as any inducement, to subscribe for or acquire any new
Ordinary Shares. In particular, this Announcement does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United States. No
public offer of securities is being made in the United Kingdom or elsewhere.
This Announcement is for information purposes only and is directed only at
Relevant Persons. This Announcement must not be acted on or relied on by
persons who are not Relevant Persons. Persons distributing this announcement
must satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement and the terms and conditions
set out herein relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
This Announcement is not an offer of securities for sale or a solicitation of
any offer to purchase securities in the United States. New Ordinary Shares may
not be offered or sold in the United States absent registration under the US
Securities Act of 1933, as amended (the "US Securities Act") or an exemption
therefrom. The Company has not and does not intend to register any securities
under the US Securities Act and does not intend to offer any securities to the
public in the United States. No money, securities or other consideration from
any person inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will not be
accepted. The New Ordinary Shares have not been and will not be registered
with any regulatory authority of any state within the United States.
This Announcement contains inside information for the purposes of Article 7 of
UK MAR. In addition, market soundings (as defined in UK MAR) were taken in
respect of the Placing with the result that certain persons became aware of
inside information (as defined in UK MAR), as permitted by UK MAR. Such inside
information is set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its securities.
Information to Distributors
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures;
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an investment
in Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in the UK Product Governance Requirements; and (ii) eligible
for distribution through all distribution channels as are permitted by the UK
Product Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the UK
Target Market Assessment, the Joint Bookrunners shall only procure investors
which meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
The terms and conditions contained in this Announcement, including this
Appendix (together the "Announcement") (the "Terms and Conditions") and the
information comprising this Announcement are restricted and are not for
publication, release or distribution, in whole or in part, directly or
indirectly, in or into the United States, Canada, Australia, New Zealand, the
Republic of South Africa, or Japan, or any other state or jurisdiction in
which such release, publication or distribution would be unlawful. The Terms
and Conditions and the information contained herein is not intended to and
does not contain or constitute an offer of, or the solicitation of an offer to
buy or subscribe for, securities to any person in the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan, or any other
state or jurisdiction in which such an offer would be unlawful.
Important information regarding the Placing for invited Placees only
Members of the public are not eligible to take part in the Placing. This
Announcement and the Terms and Conditions are directed only at persons whose
ordinary activities involve them in acquiring, holding, managing and disposing
of investments (as principal or agent) for the purposes of their business and
who have professional experience in matters relating to investments and are:
(a) persons in member states of the European Economic Area ("EEA") who are
qualified investors (for the purposes of this Announcement, referred to as
"EEA Qualified Investors") as defined in article 2(e) of regulation (EU)
2017/1129 (the "EU Prospectus Regulation"); and (b) if in the United Kingdom,
persons who are qualified investors (for the purposes of this Announcement
referred to as "UK qualified investors") within the meaning of article 2(e) of
the UK version of the EU Prospectus Regulation which forms part of domestic
law pursuant to the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") ("UK Qualified Investors") and who: (i) have professional
experience in matters relating to investments who fall within the definition
of 'investment professionals' in article 19(5) of the Financial Services and
Markets Act 2000 (financial promotion) order 2005 as amended (the "Order"), or
(ii) are high net worth companies, unincorporated associations or partnership
or trustees of high value trusts as described in article 49(2) of the Order;
or (c) persons to whom it may otherwise be lawful to communicate it to (all
such persons in (a), (b) and (c), together, being referred to as "Relevant
Persons"). This Announcement and the Terms and Conditions must not be acted on
or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement and the Terms and Conditions
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons. By accepting the Terms and Conditions each Placee represents
and agrees that it is a Relevant Person. This Announcement and the Terms and
Conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
Announcement and the Terms and Conditions set out herein relate is available
only to Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement does not itself constitute an offer for sale or subscription
of any securities in the Company in any jurisdiction in which it would be
unlawful. This Announcement has been issued by and is the sole responsibility
of the Company.
The Placing Shares have not been and will not be registered under the US
Securities Act or under the applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold, taken up,
resold, transferred or delivered, directly or indirectly within, into or in
the United States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in compliance with the
securities laws of any relevant state or other jurisdiction of the United
States. There will be no public offer of the Placing Shares in the United
States. The Placing Shares are being offered and sold only outside the United
States in "offshore transactions" as defined in, and in accordance with
Regulation S of the US Securities Act ("Regulation S").
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 the
adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
This Announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to buy or subscribe for, securities in any
jurisdiction in which such offer or solicitation is unlawful and, in
particular, is not for publication or distribution in or into the United
States, Canada, Australia, New Zealand, the Republic of South Africa or Japan,
nor in any country or territory where to do so may contravene local securities
laws or regulations. The distribution of this Announcement (or any part of it
or any information contained within it) in other jurisdictions may be
restricted by law and therefore persons into whose possession this
Announcement (or any part of it or any information contained within it) comes
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
law of any such jurisdictions. The Ordinary Shares have not been and will not
be registered under the US Securities Act nor under the applicable securities
laws of any state of the United States or any province or territory of Canada,
Australia, New Zealand, the Republic of South Africa or Japan. Accordingly,
the Shares may not be offered or sold directly or indirectly in or into or
from the United States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan or to any resident of the United States, Canada, Australia,
New Zealand, the Republic of South Africa or Japan. No public offering of
securities is being made in the United States. The Shares have not been
approved or disapproved by the US Securities and Exchange Commission, any
state securities commission or any other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Each Placee should consult with its own advisers as to legal, tax, business,
financial and related aspects of a purchase of and/or subscription for the
Placing Shares.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (the "FSMA") does not require the approval of the relevant
communication by an authorised person.
Each Placee will be deemed to have read and understood this Announcement in
its entirety and to be making such offer on these Terms and Conditions, and to
be providing the representations, warranties, acknowledgements and
undertakings, contained in these Terms and Conditions. In particular each such
Placee represents, warrants and acknowledges to each of the Company and the
Joint Bookrunners that:
(a) it is a Relevant Person (as defined above) and undertakes that it will
purchase and/or subscribe for, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(b) it is acquiring the Placing Shares for its own account or acquiring the
Placing Shares for an account with respect to which it has sole investment
discretion and has the authority to make, and does make the representations,
warranties, indemnities, acknowledgments, undertakings and agreements
contained in this Announcement;
(c) in the case of any Placing Shares subscribed for by it as a financial
intermediary as that term is used in Article 5 of the EU Prospectus Regulation
or the UK Prospectus Regulation (as applicable);
(d) the Placing Shares acquired by it have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale to, persons
in any member state of the EEA or the United Kingdom (as applicable) other
than EEA Qualified Investors or UK Qualified Investors (as applicable) or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to the offer or resale;
(e) where Placing Shares have been acquired by it on behalf of persons in
any member state of the EEA or the United Kingdom other than EEA Qualified
Investors or UK Qualified Investors (as applicable), the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or UK
Prospectus Regulation as having been made to such persons;
(f) 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 Announcement; and
(g) it is not a US Person (as defined in, and in accordance with Regulation
S) and it, and any accounts it represents, (i) is, or at the time the Placing
Shares are acquired will be, outside the United States and is not acquiring
the Placing Shares for the account or benefit of any US Person (as defined in,
and in accordance with Regulation S) or any other person located in the United
States, (ii) is acquiring the Placing Shares in an "offshore transaction" (as
defined in, and in accordance with Regulation S) and (iii) will not offer or
sell, directly or indirectly, any of the Placing Shares except in an "offshore
transaction" as defined in, and in accordance with Regulation S or in the
United States pursuant to an exemption from, or in a transaction not subject
to, the registration requirements under the US Securities Act.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement,
of which these terms and conditions form part, should seek appropriate advice
before taking any action.
Neither Peel Hunt, Liberum Capital or Redburn nor any of their affiliates,
agents, directors, officers or employees, make any representation to any
Placees regarding an investment in the Placing Shares.
Introduction
Each of Peel Hunt, Liberum Capital and/or Redburn, as applicable, may require
a Placee to agree to such further terms and/or conditions and/or give such
additional warranties and/or representations and/or undertakings as it (in its
absolute discretion) sees fit and/or may require any such Placee to execute a
separate placing letter (for the purposes of this Announcement, a "Placing
Letter"). The terms of this Announcement will, where applicable, be deemed to
be incorporated into that Placing Letter.
Details of the Placing
The Joint Bookrunners have entered into the Placing Agreement with the
Company, under which the Joint Bookrunners have agreed, on the terms and
subject to the conditions set out therein, and undertaken to use their
reasonable endeavours to procure, as the Company's agents for the purpose of
the Placing, subscribers for the Placing Shares at the Placing Price.
The Placing is conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms, as detailed further below.
The Placing Shares are and will be credited as fully paid and will rank pari
passu in all respects with the existing issued Ordinary Shares, including the
right to receive all dividends and other distributions (if any) declared, made
or paid on or in respect of the Ordinary Shares after the date of issue of the
Placing Shares to the relevant Placees.
Application for admission to trading
Application has been or will be made to the London Stock Exchange for
Admission of the Placing Shares to be issued pursuant to the Placing to
trading on AIM.
Should the conditions in the Placing Agreement not be satisfied or waived (if
applicable), Admission will not occur. It is expected that Admission shall be
on 28 February 2023.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
No Prospectus
No offering document or prospectus has been or will be submitted to be
approved by the FCA or submitted to the London Stock Exchange in relation to
the Proposals and no such prospectus is required (in accordance with the UK
Prospectus Regulation and/or the EU Prospectus Regulation) to be published and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement released by the Company today and subject to
the further terms set forth in the trade confirmation or contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and all other publicly available information
previously or simultaneously published by the Company by notification to a
Regulatory Information Service or otherwise filed by the Company is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company, Peel Hunt, Liberum Capital or
Redburn, or any other person and none of the Company, Peel Hunt, Liberum
Capital, Redburn, or any of their respective affiliates will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this paragraph
should exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand by Placees for
participation in the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Joint Bookrunners 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.
Participation in, and principal terms of, the Placing
1. Each of Peel Hunt, Liberum Capital and Redburn, (whether through itself or any of its affiliates) is arranging the Placing as placing agent and broker of the Company for the purpose of each using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by any of Peel
Hunt, Liberum Capital and/or Redburn. Peel Hunt, Liberum Capital and/or
Redburn, and/or their respective affiliates, may participate in the Placing as
principals (and are each entitled to enter bids as principal in the
Bookbuild).
3. The Bookbuild will establish the number of Placing
Shares to be issued and will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild in respect of the Placing Shares
and may be recorded in a term sheet entered into between them (the "Term
Sheet"). The number of Placing Shares to be issued and the Placing Price will
be announced on a Regulatory Information Service following completion of the
Bookbuild.
4. To bid in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact at any of
the Joint Bookrunners. Each bid should state the number of Placing Shares for
which the prospective Placee wishes to subscribe. Bids may be scaled down by
the Joint Bookrunners on the basis referred to in paragraph 13 below.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Announcement and will be legally binding on
the Placee on behalf of which it is made and except with the Joint
Bookrunners' consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the Company and the
Joint Bookrunners, to pay to them (or as the Joint Bookrunners may direct) in
cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares that such Placee has agreed to subscribe for and the
Company has agreed to allot and issue to that Placee. Each prospective
Placee's obligations will be owed to the Company and the Joint Bookrunners.
6. The Bookbuild in respect of the Placing is expected
to close no later than 7:00 a.m. on 23 February 2023, but the Bookbuild may be
closed earlier or later at the discretion of the Joint Bookrunners and the
Company. The Joint Bookrunners may, in agreement with the Company, accept
bids, either in whole or in part, that are received after the Bookbuild has
closed.
7. This Announcement 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.
8. Each Placee's commitment will be made solely on the
basis of the information set out in the Announcement. By participating in the
Placing, Placees will be deemed to have read and understood the Terms and
Conditions and the rest of this Announcement in its entirety and to be
participating and making an offer for the Placing Shares on the Terms and
Conditions. Each Placee will be deemed to have read and understood the Terms
and Conditions in their entirety and to be making such offer on the Terms and
Conditions and to be providing the representations, warranties and
acknowledgements and undertakings contained in the Terms and Conditions.
9. The Placing Price will be a fixed price of 54 pence
per Placing Share.
10. An offer for Placing Shares, which has been communicated
by a prospective Placee to Peel Hunt, Liberum Capital and/or Redburn, shall
not be capable of withdrawal or revocation without the consent of Peel Hunt,
Liberum Capital and/or Redburn (as applicable).
11. Each Placee's allocation will be confirmed to Placees
orally or in writing by Peel Hunt, Liberum Capital or Redburn as soon as
practicable following the close of the Bookbuild. The terms of this
Announcement will be deemed incorporated by reference therein. The oral or
written confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become a Placee)
in favour of Peel Hunt, Liberum Capital or Redburn (as applicable), and the
Company, under which it agrees to subscribe for and/or acquire the number of
Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Announcement and in accordance with the Company's
articles of association. Except as required by law or regulation, no press
release or other announcement will be made by Peel Hunt, Liberum Capital,
Redburn or the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior written
consent.
12. Each Placee will have an immediate, separate,
irrevocable and binding obligation owed to Peel Hunt, Liberum Capital or
Redburn (as agent for the Company), as applicable, to pay in cleared funds
immediately on the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has agreed to take
up.
13. The Joint Bookrunners may choose to accept bids, either
in whole or in part, on the basis of allocations determined by them (after
consultation so far as is practicable with the Company) and may scale down any
bids for this purpose on such basis as they may determine. The Joint
Bookrunners may also, notwithstanding paragraphs 4 and 5 above, and subject to
prior agreement with the Company, allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that time. The
Company reserves the right (upon agreement with the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the Placing at
its discretion.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares under
the Placing will be required to be made at the times and on the basis
explained below under "Registration and Settlement".
15. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below under "Conditions of the Placing" and to the
Placing Agreement not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement".
16. By participating in the Bookbuild, each Placee will
agree that its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
17. To the fullest extent permissible by law, none of the
Company, Peel Hunt, Liberum Capital and Redburn, or any of their respective
affiliates shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) under these Terms and Conditions.
In particular, none of the Company, Peel Hunt, Liberum Capital and Redburn, or
any of their respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of Peel
Hunt's, Liberum Capital's and/or Redburn' conduct of the Bookbuild. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees, and none of Peel Hunt, Liberum
Capital nor Redburn shall have any liability to Placees for the failure of the
Company to fulfil those obligations.
18. Peel Hunt, Liberum Capital and Redburn shall, following
consultation with the Company (so far as is practicable) be entitled to
allocate Placing Shares at their respective discretions to Placees in respect
of their allocations of Placing Shares.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement are conditional
on, inter alia:
(a) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(b) Admission of the Placing Shares taking place by no later
than 8.00 a.m. on 23 February 2023.
The Placing Agreement contains certain warranties and representations from the
Company and an indemnity from the Company for the benefit of the Joint
Bookrunners. The Placing Agreement contains certain conditions to be satisfied
(or, where permitted, waived or extended in writing by the Joint Bookrunners)
on or prior to Admission, including there having been no material adverse
change, the warranties being true and accurate and not misleading (in the
opinion of all of the Joint Bookrunners) and the performance by the Company of
its obligations under the Placing Agreement.
None of the Company, the Directors and the Joint Bookrunners owes any
fiduciary duty to any Placee in respect of the representations, warranties,
undertakings or indemnities in the Placing Agreement.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or waived by the Joint Bookrunners by
the time or date where specified (or such later time or date as the Company,
Peel Hunt, Liberum Capital and Redburn may agree, being not later than 10
March 2023), or (ii) the Placing Agreement is terminated as described below,
the Placing will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.
The Joint Bookrunners may, in their respective absolute discretion, waive, or
extend the period for compliance with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement,
save that, inter alia, the condition relating to Admission taking place may
not be waived and the period for compliance with such condition may not be
extended. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
None of the Joint Bookrunners nor the Company (as the case may be) shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the respective absolute discretions of the Joint Bookrunners.
Right to terminate under the Placing Agreement
The Joint Bookrunners may, jointly or separately, in their respective absolute
discretions, at any time before Admission terminate the Placing Agreement by
giving notice to the Company and/or the other(s) as the case may be, in
certain circumstances, including, inter alia, where:
(a) in the opinion of the relevant Joint Bookrunner(s) (acting in
good faith), any of the warranties given by the Company to the Joint
Bookrunners are not true and accurate or have become misleading (or would not
be true and accurate or would be misleading if they were repeated at any time
before Admission) by reference to the facts subsisting at the time when the
notice referred to above is given; or
(b) in the opinion of the relevant Joint Bookrunner(s) (acting in
good faith), the Company fails to comply with any of its obligations under the
Placing Agreement and that failure is (in the opinion of the relevant Joint
Bookrunner(s)) material in the context of the Proposals; or
(c) in the opinion of the relevant Joint Bookrunner(s) (acting in
good faith), there has been a development or event (or any development or
event involving a prospective change of which the Company is, or might
reasonably be expected to be, aware) which will or is likely to have a
material adverse effect on the operations, condition (financial, operational,
legal or otherwise), prospects, management, results of operations, financial
position, business or general affairs of the Company or the Group
respectively, whether or not foreseeable and whether or not arising in the
ordinary course of business; or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary or
secondary), an incident of terrorism, outbreak or escalation of hostilities,
war, declaration of martial law, or any other calamity or crisis; a suspension
or material limitation in trading of securities generally on any stock
exchange; any change in currency exchange rates or exchange controls or a
disruption of settlement systems or a material disruption in commercial
banking, in each case as would be likely in the opinion of any of the Joint
Bookrunners (acting in good faith) to materially prejudice the success of the
Placing.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these Terms and Conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by any of Peel Hunt, Liberum
Capital and/or Redburn of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of any of Peel
Hunt, Liberum Capital and/or Redburn (as applicable), and that it need not
make any reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to exercise.
Placees will have no rights against, Peel Hunt, Liberum Capital, Redburn
and/or the Company, nor any of their respective affiliates, directors or
employees under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended).
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYX5K988)
following Admission will take place within CREST. Each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or contract
note stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Peel Hunt, Liberum Capital
and Redburn (as agent for the Company), as applicable, and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
CREST or certificated settlement instructions that it has in place with Peel
Hunt, Liberum Capital or Redburn (as applicable).
The expected date of settlement in respect of the Placing Shares will be
communicated to you by Peel Hunt, Liberum or Redburn (as the case may be) and
settlement will be in accordance with the instructions set out in the trade
confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Peel Hunt, Liberum Capital
and/or Redburn.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Peel Hunt, Liberum Capital or Redburn may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Peel Hunt's, Liberum Capital's or Redburn's account and
benefit (as agent for the Company) as applicable, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable and shall indemnify Peel Hunt, Liberum Capital or
Redburn (as agent for the Company) as applicable, on demand for any shortfall
below the aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares to Peel Hunt,
Liberum Capital or Redburn, each Placee confers on Peel Hunt, Liberum Capital
and Redburn all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which Peel Hunt, Liberum
Capital and/or Redburn lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and each of the Joint Bookrunners, namely that, each Placee (and any
person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this Announcement in its entirety and that its subscription for and/or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this Announcement and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise, other than the information contained in this Announcement, and undertakes not to redistribute or duplicate this Announcement or any part of it;
2. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of Peel Hunt,
Liberum Capital or Redburn, nor their respective affiliates or any person
acting on either of their behalves has or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of the
Company, and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire the Placing Shares is
contained in this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information given or
representations, warranties or statements made by the Joint Bookrunners, the
Company, or any of their respective directors, officers or employees or any
person acting on behalf of any of them, or, if received, it has not relied
upon any such information, representations, warranties or statements
(including any management presentation that may have been received by any
prospective Placee or any material prepared by the research department of any
of Peel Hunt, Liberum Capital or Redburn (the views of such research
departments not representing and being independent from those of the Company
and the respective corporate finance departments of Peel Hunt, Liberum
Capital and Redburn and not being attributable to the same)), and none of Peel
Hunt, Liberum Capital, Redburn nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in deciding to
participate in the Placing and it will not rely on any investigation that Peel
Hunt, Liberum Capital and/or Redburn, their affiliates or any other person
acting on its or their behalf has or may have conducted;
3. acknowledges that none of the Joint Bookrunners, the
Company nor any of their respective affiliates or any person acting on behalf
of any of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this Announcement; nor
has it requested any of Peel Hunt, Liberum Capital, Redburn, the Company,
their respective affiliates or any person acting on behalf of any of them to
provide it with any such information and acknowledge that they have read and
understood this Announcement;
4. acknowledges that no offering document or prospectus
has been or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering document in
connection with the Placing;
5. represents and warrants that it has neither received
nor relied on any confidential price sensitive information concerning the
Company in accepting this invitation to participate in the Placing and is not
purchasing the Placing Shares on the basis of material non-public information
or inside information (as defined under UK MAR);
6. if it has received any confidential price sensitive
information (including inside information as defined under UK MAR) about the
Company in advance of the Placing, it warrants that it has received such
information within the market soundings regime provided for in Article 11 of
UK MAR and has not: (a) dealt in the securities of the Company, (b) encouraged
or required another person to deal in the securities of the Company or (c)
disclosed such information to any person, prior to the information being made
publicly available;
7. acknowledges that neither Peel Hunt, Liberum Capital
nor Redburn has any duties or responsibilities to it, or its clients, similar
or comparable to the duties of "best execution" and "suitability" imposed by
the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance
and that neither Peel Hunt, Liberum Capital nor Redburn is acting for them or
their clients and that each of Peel Hunt, Liberum Capital and Redburn will not
be responsible for providing protections to it or its clients;
8. has the funds available to pay in full for the
Placing Shares for which it has agreed to subscribe and/or purchase and that
it will pay the total amount due by it in accordance with the terms set out in
this Announcement and, as applicable, as set out in the trade settlement or
the contract note on the due time and date;
9. acknowledges that none of Peel Hunt, Liberum Capital,
Redburn nor any of their affiliates or any person acting on behalf of any of
Peel Hunt, Liberum Capital or Redburn or any such affiliate has or shall have
any liability for this Announcement and any publicly available or filed
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;
10. acknowledges that none of Peel Hunt, Liberum Capital, Redburn, the ultimate holding company of any of Peel Hunt, Liberum Capital or Redburn nor any direct or indirect subsidiary undertakings of such holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Peel Hunt's, Liberum Capital's and/or Redburn's role as placing agent (where applicable) or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which it may have in respect thereof;
11. understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are being offered in a transaction not
involving any public offering in the United States, (ii) the Placing Shares
are being offered and sold pursuant to Regulation S under the US Securities
Act or in a transaction exempt from or not subject to the registration
requirements under the US Securities Act; and (iii) the Placing Shares may not
be reoffered, resold, pledged or otherwise transferred except in accordance
with Regulation S under the US Securities Act or pursuant to an exemption from
or in a transaction not subject to the registration requirements under the US
Securities Act;
12. represents and warrants that it is not a US Person (as
defined in, and in accordance with Regulation S) and that it, and any accounts
it represents, (i) is, or at the time the Placing Shares are acquired will be,
outside the United States and is not acquiring the Placing Shares for the
account or benefit of any US Person or any other person located in the United
States, (ii) is acquiring the Placing Shares in an "offshore transaction" (as
defined in, and in accordance with Regulation S) and (iii) will not offer or
sell, directly or indirectly, any of the Placing Shares except in an "offshore
transaction" as defined in, and in accordance with Regulation S or in the
United States pursuant to an exemption from, or in a transaction not subject
to, the registration requirements under the US Securities Act;
13. will not distribute, forward, transfer or otherwise
transmit this Announcement, any information contained within it or any other
materials concerning the Placing (including any electronic copies thereof), in
or into the United States;
14. acknowledges that the offer of the Placing Shares may
involve tax consequences, and that the contents of this Announcement does not
contain tax advice or information. The Placee acknowledges that it must retain
its own professional advisors to evaluate the tax, financial and any and all
other consequences of an investment in the Placing Shares;
15. represents and warrants that it will notify any
transferee to whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on transfer and
resale;
16. unless otherwise specifically agreed in writing with
Peel Hunt, Liberum Capital and/or Redburn, represents and warrants that
neither it nor the beneficial owner of such Placing Shares will be a resident
of the United States, Canada, Australia, New Zealand, Japan or the Republic of
South Africa or any other jurisdiction in which it is unlawful to make or
accept an offer to acquire the Placing Shares;
17. acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of the United States,
Canada, Australia, New Zealand, Japan or the Republic of South Africa or any
other jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
18. represents and warrants that the issue or transfer to
it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to transfer Placing Shares into a clearance
system;
19. represents and warrants that: (i) it has complied with
its obligations under the Criminal Justice Act 1993 and UK MAR (as defined
below); (ii) in connection with money laundering and terrorist financing, it
has complied with its obligations under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017; and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977
(as amended) or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (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 and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to Peel Hunt, Liberum Capital and/or Redburn such evidence, if any,
as to the identity or location or legal status of any person which Peel Hunt,
Liberum Capital and/or Redburn may request from it in connection with the
Placing (for the purpose of complying with such Regulations or ascertaining
the nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by Peel Hunt, Liberum
Capital and/or Redburn on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be purchased by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
Peel Hunt, Liberum Capital and/or Redburn may decide in their sole discretion;
20. represents and warrants that it is acquiring the
Placing Shares for its own account or acquiring the Placing Shares for an
account with respect to which it has sole investment discretion and has the
authority to make, and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this Announcement;
21. if it is a financial intermediary, as that term is
used in Article 5 of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), represents and warrants that the Placing Shares
subscribed for and/or purchased by it in the Placing will not be subscribed
for and/or purchased on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in the United
Kingdom or in a Member State (as applicable) in circumstances which may give
rise to an offer to the public other than an offer or resale in the United
Kingdom or in a Member State to Qualified Investors, or in circumstances in
which the prior consent of Peel Hunt, Liberum Capital and/or Redburn has been
given to each such proposed offer or resale;
22. represents and warrants that it has not offered or
sold and will not offer or sell any Placing Shares to persons prior to
Admission except to persons whose ordinary activities involve them acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not
resulted in, and which will not result in, an offer to the public in the
United Kingdom, Switzerland or a Member State;
23. represents and warrants that it has only communicated
or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person;
24. acknowledges that the Ordinary Shares are admitted to
trading on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules and the UK
version of the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
MAR")) which includes a description of the nature of the Company's business
and the Company's most recent balance sheet and profit and loss account and
the Company's announcements and circulars published in the past 12 months and
that it is able to obtain or access such information or comparable information
concerning other publicly traded company without undue difficulty;
25. represents and warrants that it has complied and will
comply with all applicable provisions of UK MAR with respect to anything done
by it in relation to the Placing Shares in, from or otherwise involving, the
United Kingdom or the European Economic Area (as applicable);
26. unless otherwise specifically agreed with Peel Hunt,
Liberum Capital and/or Redburn in writing, represents and warrants that it is
a Qualified Investor;
27. represents and warrants that it is a person: (i) who
has professional experience in matters relating to investments falling within
Article 19(1) of the FPO; or (ii) falling within Article 49(2)(A) to (D)
("High Net Worth Companies, Unincorporated Associations, etc.") of the FPO; or
(iii) are persons to whom it may otherwise be lawfully communicated;
28. if the Placee is a natural person, such Placee is not
under the age of majority (18 years of age in the United Kingdom) on the date
of such Placee's agreement to subscribe for and/or purchase Placing Shares
under the Placing and will not be any such person on the date that such
subscription and/or purchase is accepted;
29. is aware of and acknowledges that it is required to
comply with all applicable provisions of the FSMA and UK MAR with respect to
anything done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
30. represents and warrants that it and any person acting
on its behalf is entitled to subscribe for and/or acquire the Placing Shares
under the laws of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities and taken any
other necessary actions to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations;
31. where it is subscribing for and/or acquiring Placing
Shares for one or more managed accounts, represents and warrants that it is
authorised in writing by each managed account: (a) to subscribe for and/or
acquire the Placing Shares for each managed account; (b) to make on its behalf
the representations, warranties, acknowledgements, undertakings and agreements
in this Announcement, of which this Announcement forms part; and (c) to
receive on its behalf any investment letter relating to the Placing in the
form provided to it by Peel Hunt, Liberum Capital and/or Redburn;
32. undertakes that it (and any person acting on its
behalf) will make payment to Peel Hunt, Liberum Capital and/or Redburn for the
Placing Shares allocated to it in accordance with this Announcement, including
this Announcement, on the due time and date as will be notified to it by Peel
Hunt, Liberum and/or Redburn, failing which the relevant Placing Shares may be
placed with other parties or sold as Peel Hunt, Liberum Capital and/or Redburn
(as the case may be) may in their sole discretion determine and without
liability to such Placee and it will remain liable and will indemnify Peel
Hunt, Liberum Capital and/or Redburn (as the case may be) on demand for any
shortfall below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear the liability for any stamp duty or
stamp duty reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these Terms and Conditions) which
may arise upon the placing or sale of such Placee's Placing Shares on its
behalf;
33. acknowledges that none of Peel Hunt, Liberum Capital,
Redburn, any of their affiliates, or any person acting on behalf of either
Peel Hunt, Liberum Capital or Redburn or any such affiliate, 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
treated for these purposes as a client of Peel Hunt, Liberum Capital and/or
Redburn and that neither Peel Hunt, Liberum Capital nor Redburn have any
duties or responsibilities to it for providing the protections afforded to
their clients or customers or for providing advice in relation to the Placing
nor in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of their rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
34. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. None of Peel Hunt, Liberum Capital, Redburn nor
the Company will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company, Peel Hunt, Liberum Capital and
Redburn in respect of the same;
35. acknowledges that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) 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, Peel Hunt, Liberum Capital and/or Redburn 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;
36. acknowledges that time shall be of the essence as
regards to its obligations pursuant to this Announcement;
37. agrees that the Company, Peel Hunt, Liberum Capital
and Redburn and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Peel Hunt, Liberum
Capital and Redburn on their own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this Announcement or a
copy thereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby;
38. agrees to indemnify on an on demand, after-tax basis
and hold the Company, Peel Hunt, Liberum Capital and Redburn and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of the Placing;
39. acknowledges that no action has been or will be taken
by any of the Company, Peel Hunt, Liberum Capital, Redburn or any person
acting on behalf of the Company, Peel Hunt, Liberum Capital or Redburn that
would, or is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is required;
40. acknowledges that it is an institution or natural
person (as applicable) that has knowledge and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for and/or acquiring the Placing Shares. It
further acknowledges that it is experienced in investing in securities of this
nature and in this sector and is aware that it may be required to bear, and
it, and any accounts for which it may be acting, are 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 associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
41. acknowledges that its commitment to subscribe for
and/or purchase Placing Shares on the terms set out herein and in the trade
confirmation or contract note will continue notwithstanding any amendment that
may in future be made to the terms of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained with
respect to the Company's conduct of the Placing;
42. acknowledges that Peel Hunt, Liberum Capital and/or
Redburn or any of their affiliates acting as an investor for its own account
may take up shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares and may offer or sell such shares other
than in connection with the Placing;
43. represents and warrants that, if it is a pension fund or investment company, its subscription and/or purchase of Placing Shares is in full compliance with all applicable laws and regulation;
44. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in this Announcement;
45. acknowledges that the allocation of Placing Shares (in respect of the Placing shall be determined by Peel Hunt, Liberum Capital and Redburn after consultation with the Company (so far as is practicable) and Peel Hunt, Liberum Capital and Redburn may scale back any placing commitment on such basis as they may determine (which may not be the same for each Placee);
46. irrevocably appoints any Director and any director or duly authorised employee or agent of Peel Hunt, Liberum Capital or Redburn to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for and/or purchase of all or any of the Placing Shares allocated to it in the event of its own failure to do so;
47. the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such Placing Shares or interests in accordance with the Articles (as amended from time to time);
48. if it is acting as a "distributor" (for the purposes of the UK Product Governance Requirements):
(1) it acknowledges that the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;
(2) notwithstanding any UK Target Market Assessment undertaken it confirms that, other than where it is providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and
(3) it acknowledges that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom; and
49. the Company, Peel Hunt, Liberum Capital and Redburn will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. The Placee agrees to indemnify on an on demand, after-tax basis and hold each of, the Company, Peel Hunt, Liberum Capital and Redburn and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Announcement.
The representations, warranties, acknowledgments and undertakings contained in
this Announcement are given to Peel Hunt, Liberum Capital, Redburn and the
Company and are irrevocable and shall not be capable of termination in any
circumstances.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription and/or purchase of a person for whom such Placee is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription and/or purchase by it and/or such
person direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed for and/or
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 relates to any other subsequent dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company, nor Peel Hunt nor Liberum Capital nor Redburn will be
responsible, and the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an on
demand, after-tax basis and to hold harmless the Company, Peel Hunt, Liberum
Capital and Redburn in the event that any of the Company, Peel Hunt, Liberum
Capital or Redburn has incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice
and notify Peel Hunt, Liberum Capital and/or Redburn accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription and/or purchase by them of any Placing Shares or the agreement by
them to subscribe for and/or purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither Peel Hunt, Liberum Capital nor Redburn owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Peel
Hunt, Liberum Capital or Redburn, any money held in an account with Peel Hunt,
Liberum Capital and/or Redburn on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules. As a consequence, this money will not be
segregated from Peel Hunt, Liberum Capital or Redburn money in accordance with
the client money rules and will be used by Peel Hunt, Liberum Capital or
Redburn in the course of its own business and the Placee will rank only as a
general creditor of Peel Hunt, Liberum Capital or Redburn.
All times and dates in this Announcement may be subject to amendment. Peel
Hunt, Liberum Capital and/or Redburn shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Supply and disclosure of information
If the Joint Bookrunners or the Company or any of their agents request any
information about a Placee's agreement to subscribe for and/or acquire Placing
Shares under the Placing, such Placee must promptly disclose it to them and
ensure that such information is complete and accurate in all respects.
Data protection
Each Placee acknowledges that it has been informed that, pursuant to GDPR the
Company and/or the Registrar will, hold personal data (as defined in GDPR)
relating to past and present Shareholders. Personal data will be retained on
record for a period exceeding seven years after it is no longer used (subject
to any limitations on retention periods set out in applicable law). The
Registrar will process such personal data at all times in compliance with GDPR
and shall only process for the purposes set out in the Company's privacy
notice (the "Purposes") which is available for consultation on the Company's
website at www.sigmaroc.com (http://www.sigmaroc.com) (the "Privacy
Notice") which include to:
(a) process its personal data to the extent and in such manner as
is necessary for the performance of its obligations under its respective
service contracts, including as required by or in connection with the Placee's
holding of Placing Shares, including processing personal data in connection
with credit and anti-money laundering checks on it;
(b) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Placing Shares;
(c) comply with the legal and regulatory obligations of the
Company and/or the Registrar; and
(d) process its personal data for the Registrar's internal
administration.
Where necessary to fulfil the Purposes, the Company will disclose personal
data to:
(a) third parties located outside of the United Kingdom if
necessary for the Registrar to perform its functions, or when it is within its
legitimate interests, and in particular in connection with the holding of
Placing Shares; or
(b) its affiliates, the Registrar and their respective associates,
some of which may be located outside the United Kingdom.
Any sharing of personal data between parties will be carried out in compliance
with the GDPR and as set out in the Privacy Notice.
Becoming registered as a holder of Placing Shares, a person becomes a data
subject (as defined under GDPR). In providing the Registrar with information,
the Placee hereby represents and warrants to the Company and the Registrar
that: (i) it complies in all material aspects with its data controller
obligations under GDPR, and in particular, it has notified any data subject of
the Purposes for which personal data will be used and by which parties it will
be used and it has provided a copy of the Privacy Notice; and (ii) where
consent is legally competent and/or required under GDPR the Placee has
obtained the consent of any data subject to the Company, the Registrar and
their respective affiliates and group companies, holding and using their
personal data for the Purposes (including the explicit consent of the data
subjects for the processing of any sensitive personal data for the Purposes).
Each Placee acknowledges that by submitting personal data to the Registrar
(acting for and on behalf of the Company) where the Placee is a natural person
he or she has read and understood the terms of the Privacy Notice.
Each Placee acknowledges that by submitting personal data to the Registrar
(acting for and on behalf of the Company) where the Placee is not a natural
person it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Placee may act or
whose personal data will be disclosed to the Company as a result of the Placee
agreeing to subscribe for and/or purchase Placing Shares; and
(b) the Placee has complied in all other respects with all
applicable data protection legislation in respect of disclosure and provision
of personal data to the Company.
Where the Placee acts for or on account of an underlying data subject or
otherwise discloses the personal data of an underlying data subject, he/she/it
shall, in respect of the personal data it processes in relation to or arising
in relation to the Placing:
(a) comply with all applicable data protection legislation;
(b) take appropriate technical and organisational measures against
unauthorised or unlawful processing of the personal data and against
accidental loss or destruction of, or damage to the personal data;
(c) if required, agree with the Company and the Registrar, the
responsibilities of each such entity as regards relevant data subjects' rights
and notice requirements; and
(d) immediately on demand, fully indemnify each of the Company and
the Registrar and keep them fully and effectively indemnified against all
costs, demands, claims, expenses (including legal costs and disbursements on a
full indemnity basis), losses (including indirect losses and loss of profits,
business and reputation), actions, proceedings and liabilities of whatsoever
nature arising from or incurred by the Company and/or the Registrar in
connection with any failure by the Placee to comply with the provisions set
out above.
Miscellaneous
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to
disclose in writing or orally his nationality. If a Placee is a discretionary
fund manager, that Placee may be asked to disclose in writing or orally the
jurisdiction in which its funds are managed or owned. All documents provided
in connection with the Placing will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified by such Placee to the Joint
Bookrunners.
Each Placee agrees to be bound by the Articles (as amended from time to time)
once the Placing Shares which the Placee has agreed to subscribe for and/or
acquire pursuant to the Placing have been acquired by the Placee. The contract
to subscribe for and/or acquire Placing Shares under the Placing and the
appointments and authorities mentioned in this Announcement will be governed
by, and construed in accordance with, the laws of England and Wales. For the
exclusive benefit of the Joint Bookrunners and the Company, each Placee
irrevocably submits to the jurisdiction of the courts of England and Wales and
waives any objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an inconvenient forum.
This does not prevent an action being taken against a Placee in any other
jurisdiction.
In the case of a joint agreement to subscribe for and/or acquire Placing
Shares under the Placing, references to a Placee in these terms and conditions
are to each of the Placees who are a party to that joint agreement and their
liability is joint and several.
The Joint Bookrunners and the Company expressly reserve the right to modify
the Placing (including, without limitation, its timetable and settlement) at
any time before allocations are determined. The Placing is subject to the
satisfaction of the conditions contained in the Placing Agreement and to the
Placing Agreement not having been terminated.
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