REG - RedstoneConnect PLC - Acquisition & Placing <Origin Href="QuoteRef">REDS.L</Origin> - Part 2

Smartspace SoftwareAnnouncement

09/05/2017 07:06

- Part 2: For the preceding part double click  ID:nRSI5251Ea 

to pay for the Placing Shares for which
it has agreed to subscribe and acknowledges and agrees that it will pay the
total subscription amount in accordance with the terms of this Announcement on
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as the Joint
Bookrunners determine; 
 
11.        it and/or each person on whose behalf it is participating: 
 
(a)        is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; 
 
(b)        has fully observed such laws and regulations; 
 
(c)        has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and 
 
(d)        has obtained all necessary consents and authorities (including,
without limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its subscription for Placing Shares; 
 
12.        it is not, and any person who it is acting on behalf of is not, and
at the time the Placing Shares are subscribed will not be, a resident of, or
with an address in, or subject to the laws of, Australia, Canada, Japan or the
Republic of South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions; 
 
13.        it and the beneficial owner of the Placing Shares is, and at the
time the Placing Shares are acquired will be, outside the United States and
acquiring the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the Securities Act; 
 
14.        it understands that the Placing Shares have not been, and will not
be, registered under the Securities Act and may not be offered, sold or resold
in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares; 
 
15.        it (and any account for which it is purchasing) is not acquiring
the Placing Shares with a view to any offer, sale or distribution thereof
within the meaning of the Securities Act; 
 
16.        it understands that: 
 
(a)        the Placing Shares are "restricted securities" within the meaning
of Rule 144(a)(3) under the Securities Act; 
 
(b)        no representation is made as to the availability of the exemption
provided by Rule 144 for resales of Placing Shares; and 
 
(c)        it will not deposit the Placing Shares in a depositary receipt
programme in the United States or for US persons (as defined in the Securities
Act); 
 
17.        it will not offer, sell, transfer, pledge or otherwise dispose of
any Placing Shares except: 
 
(a)        in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S under the Securities Act; or 
 
(b)        pursuant to another exemption from registration under the
Securities Act, if available, 
 
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions; 
 
18.        no representation has been made as to the availability of the
exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares; 
 
19.        it understands that the Placing Shares are expected to be issued to
it through CREST but may be issued to it in certificated, definitive form and
acknowledges and agrees that the Placing Shares may, to the extent they are
delivered in certificated form, bear a legend to the following effect unless
agreed otherwise with the Company: 
 
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY
A DEPOSITARY BANK.  EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS."; 
 
20.        it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentational or other
materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person; 
 
21.        none of the Joint Bookrunners, their respective affiliates and any
person acting on behalf of any of them is making any recommendations to it or
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either Joint Bookrunner and
that neither Joint Bookrunner has any duties or responsibilities to it for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right; 
 
22.        it will make payment to the relevant Joint Bookrunner for the
Placing Shares allocated to it in accordance with the terms and conditions of
this Announcement on the due times and dates set out in this Announcement,
failing which the relevant Placing Shares may be placed with others on such
terms as the relevant Joint Bookrunner determines in its absolute discretion
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf; 
 
23.        no action has been or will be taken by any of the Company, the
Joint Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required; 
 
24.        the person who it specifies for registration as holder of the
Placing Shares will be: 
 
(a)        the Placee; or 
 
(b)        a nominee of the Placee, as the case may be. 
 
The Joint Bookrunners and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement.  Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to a CREST stock account of the
relevant Joint Bookrunner or transferred to a CREST stock account of the
relevant Joint Bookrunner who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it; 
 
25.        the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability; 
 
26.        it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only; 
 
27.        it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom or elsewhere in the EEA prior to the
expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or an offer to the public in any other member state of the
EEA within the meaning of the Prospectus Directive; 
 
28.        if it is within the EEA, it is a Qualified Investor as defined in
section 86(7) of the FSMA, being a person falling within Article 2(1)(e) of
the Prospectus Directive; 
 
29.        it has only communicated or caused to be communicated and it will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to Placing Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by either
Joint Bookrunner in its capacity as an authorised person under section 21 of
the FSMA and it may not therefore be subject to the controls which would apply
if it was made or approved as financial promotion by an authorised person; 
 
30.        it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of anything
done in, from or otherwise involving the United Kingdom); 
 
31.        it represents and warrants that, if it is a financial intermediary,
as that term is used in Article 3(2) of the Prospectus Directive (including
any relevant implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in circumstances in
which the express prior written consent of the Joint Bookrunners has been
given to the offer or resale; 
 
32.        it has complied with its obligations under the Market Abuse
Regulation (596/2014) and if it has received any confidential price sensitive
information about the Company in advance of the Placing, it 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; 
 
33.        neither the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, directors, officers or employees nor any person
acting on behalf of the Joint Bookrunners or their respective affiliates,
agents, directors, officers or employees is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of any of the Joint Bookrunners' rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right; 
 
34.        each Joint Bookrunner and its affiliates, acting as an investor for
its or their own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in connection with the
Placing or otherwise.  Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, the Joint Bookrunners and/or any of their respective affiliates
acting as an investor for its or their own account(s).  Neither the Joint
Bookrunners nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so; 
 
35.        it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations 2007 (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; 
 
36.        in order to ensure compliance with the Regulations, each Joint
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity.  Pending the provision to the relevant Joint Bookrunner or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the relevant
Joint Bookrunner's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the relevant
Joint Bookrunner's or the Company's registrars', as the case may be, absolute
discretion.  If within a reasonable time after a request for verification of
identity the relevant Joint Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either the relevant Joint Bookrunner and/or the Company
may, at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited; 
 
37.        it acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the contract note will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or the
Joint Bookrunners' conduct of the Placing; 
 
38.        it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares.  It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing.  It has
relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved; 
 
39.        it irrevocably appoints any duly authorised officer of each Joint
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to subscribe for upon the terms of this Announcement; 
 
40.        the Company, the Joint Bookrunners and others (including each of
their respective affiliates, agents, directors, officers and employees) will
rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to each Joint Bookrunner on
its own behalf and on behalf of the Company and are irrevocable; 
 
41.        if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it has full power and authority to make, and
does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts; 
 
42.        time is of the essence as regards its obligations under this
Appendix; 
 
43.        any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to the Joint Bookrunners; 
 
44.        the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and 
 
45.        the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Placing will be governed by and construed in accordance with English law
and it submits to the exclusive jurisdiction of the English courts in relation
to any claim, dispute or matter arising out of such contract except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with interest chargeable thereon) may be taken by the
Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange. 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by the
Joint Bookrunners, the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after the completion of the
Placing. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company.  Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service.  If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable.  In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax.  If this is the
case, each Placee should seek its own advice and they should notify the Joint
Bookrunners accordingly.  In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the United Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that either the Company and/or the Joint Bookrunners have incurred
any such liability to such taxes or duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to each Joint Bookrunner for itself and on behalf
of the Company and are irrevocable. 
 
Cantor Fitzgerald is authorised and regulated by the FCA in the United Kingdom
and is acting for the Company and no one else in connection with the Placing,
and Cantor Fitzgerald 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. 
 
Whitman Howard is authorised and regulated by the FCA in the United Kingdom
and is acting for the Company and no one else in connection with the Placing,
and Whitman Howard 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. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each Joint Bookrunner may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so. 
 
When a Placee or any person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA.  Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules: as a consequence this money will not be segregated
from the relevant Joint Bookrunner's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee. 
 
References to time in this Announcement are to London time, unless otherwise
stated. 
 
All times and dates in this Announcement may be subject to amendment.  Placees
will be notified of any changes. 
 
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company. 
 
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser. 
 
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
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