REG - SRT Marine Systems - Proposed Placing
10/03/2022 16:45
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RNS Number : 4068E SRT Marine Systems PLC 10 March 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
WITHIN IT (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA,
COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR
SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER IN ANY RESTRICTED JURISDICTION.
SRT Marine Systems plc
(AIM: SRT)
("SRT" or the "Company")
Proposed Placing to raise up to £4.9 million
SRT Marine Systems plc, a global provider of integrated maritime surveillance
systems and digital navigation safety transceivers, today announces a proposed
placing of up to 16,365,000 new Ordinary Shares to institutional and other
investors (the "Placing Shares") at 30 pence per Placing Share (the "Issue
Price") ("Placing").
The Company intends to use the net proceeds of the Placing to provide working
capital for the systems division to enable implementation of multiple projects
simultaneously within expected contractual timescales and to enable increased
production of its digital navigation transceivers.
Summary of the Placing:
· The Placing is expected to raise gross proceeds of approximately
£4.9 million.
· The Placing Shares will be placed by finnCap Ltd with
institutional and other investors (the "Placees"). The Placing will be
conducted in accordance with the terms and conditions set out in the Appendix
to this Announcement through an accelerated bookbuild process (the
"Bookbuild") which will be launched immediately following release of this
Announcement. The Placing is not being underwritten.
· The final number of New Ordinary Shares to be issued pursuant to
the Placing will be agreed by finnCap and the Company at the close of the
Bookbuild, and the result will be announced as soon as practicable thereafter.
The timing for the close of the Bookbuild and the allocation of the Placing
Shares shall be determined together by finnCap and the Company.
· The New Ordinary Shares issued under the Placing are expected to
represent approximately 9.06 per cent of the Existing Ordinary Shares
(assuming full take-up of the Placing).
· Application will be made to the London Stock Exchange for the New
Ordinary Shares to be admitted to trading on AIM on 16 March 2022.
· The Placing is being conducted pursuant to the existing
authorities to issue and allot Ordinary Shares in the capital of the Company
which were granted to the Directors by Shareholders at the Company's annual
general meeting on 22 September 2021. Accordingly, the issue of the New
Ordinary Shares is not subject to the approval of Shareholders.
· The Issue Price represents a discount of approximately 25% to the
closing mid-market price of an Ordinary Share of 40 pence on 09 March 2022
(being the latest practicable date prior to the date of this Announcement).
· The Company has today published its investor presentation on its
website which includes further details of the Company's market and sales
pipeline. Shareholders are invited to read the presentation which can be
viewed here: https://srt-marine.com/reports-and-presentations/
(https://srt-marine.com/reports-and-presentations/)
Simon Tucker, CEO of SRT commented:
"SRT is entering a period of sustained growth across both our systems and
transceivers divisions with demand driven by maritime security, environment
protection and navigation safety. This additional working capital will enable
us to accelerate multiple MDA system project implementations by preparing
equipment ahead of time and in our transceivers division, increase production
to keep pace with demand."
Further details about the background to and reasons for the Placing are set
out below.
Further details of the Terms and Conditions of the Placing are set out in the
Appendix to this Announcement. This Announcement should be read in its
entirety. In particular, you should read and understand the information
provided in the "Important Notice" section and the detailed terms and
conditions of the Placing described in the Appendix.
Enquiries:
SRT Marine Systems plc www.srt-marine.com
+44 (0) 20 7036 1400
Simon Tucker (CEO) simon.tucker@srt-marine.com (mailto:simon.tucker@srt-marine.com)
Louise Coates (Marketing Manager) louise.coates@srt-marine.com (mailto:louise.coates@srt-marine.com)
finnCap Ltd (Nominated Adviser & Broker) +44 (0) 20 7220 0500
Jonny Franklin-Adams / Teddy Whiley / James Balicki (Corporate Finance)
Tim Redfern / Charlotte Sutcliffe (ECM)
About SRT Marine Systems plc:
SRT is a global leader in maritime surveillance, environment monitoring and
navigation safety systems and technologies. Our customers include national
security and safety agencies such as Coast Guards and national fishery
agencies as well as individual vessel owners. Our products and systems provide
customers with enhanced maritime domain awareness in order to solve problems
that include maritime and border security, illegal fishing, marine environment
protection and navigation safety.
IMPORTANT NOTICE
This Announcement has been issued by and is the sole responsibility of the
Company.
The information contained in this Announcement is restricted and is not for
release, publication or distribution, directly or indirectly, in whole or in
part, in, into or from the United States, Australia, Canada, Japan, New
Zealand or South Africa or any other jurisdiction in which the same would be
unlawful.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or South Africa or any other
jurisdiction where such offer or solicitation may be restricted, unlawful or
unauthorised. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or sold in
Canada, Australia, New Zealand, Japan or South Africa or to, or for the
account or benefit of any national resident or citizen of Canada, Australia,
New Zealand, Japan or South Africa. The Ordinary Shares have not been and will
not be registered under the United States Securities Act of 1933, as amended
("Securities Act") or the securities laws of any other jurisdiction of the
United States, and may not be offered, sold or transferred, directly or
indirectly, in the United States absent registration under the Securities Act
or an available exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities laws of any
other jurisdiction of the United States. No public offering of the shares
referred to in this Announcement is being made in the United States, United
Kingdom, Australia, Canada, New Zealand, Japan, South Africa or elsewhere.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Directive (as defined below)) to be published.
This Announcement is directed only at: (if in a member state of the European
Economic Area (the "EEA"), 'qualified investors' as defined in Article 2(e) of
Regulation (EU) 2017/1129, as amended from time to time (the "EU Prospectus
Regulation"); (b) if in the United Kingdom, 'qualified investors' as defined
in Article 2(e) of the EU Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") and who (i) have professional experience in matters
relating to investments who fall within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 as amended (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Order, or (c) persons to whom it may otherwise be
lawfully communicated (all such persons in (a), (b) and (c) together being
referred to as "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 relates is available only to relevant persons and
will be engaged in only with relevant persons. This Announcement does not
itself constitute an offer for the sale or subscription of any securities in
the Company.
This announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000
("FSMA") by, a person authorised under FSMA. This announcement is being
distributed and communicated to persons in the UK only in circumstances in
which section 21(1) of FSMA does not apply.
finnCap Ltd, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting as Nominated Adviser, broker and
sole bookrunner to the Company in connection with the Placing and no one else
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on finnCap by the FSMA or by the regulatory regime established
under it, and except in the event of their committing fraud, neither finnCap
nor any of its respective affiliates accepts any responsibility whatsoever for
the accuracy, completeness or sufficiency of the information contained in this
Announcement or for any other statement made or purported to be made by or on
behalf of finnCap or any of its respective affiliates in connection with the
Company, the Ordinary Shares or the Placing. finnCap and each of its
respective affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this Announcement.
The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or finnCap that would permit an offering of such shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and finnCap to inform themselves about, and
to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this Announcement is
subject to change without notice and, except as required by applicable law or
regulation, neither the Company nor finnCap nor their respective affiliates
assume any responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this Announcement.
No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the full amount
invested on disposal of the shares.
The Ordinary Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of 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.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Any investment decision to buy
Ordinary Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by finnCap.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this Announcement. The price and value of securities can go down as well as
up. Past performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as it
forms part of the law of England and Wales by virtue of the European Union
(Withdrawal) Act 2018 and as amended by or under domestic law ("MiFID II");
(b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, as it forms part of the law of England and Wales by
virtue of the European Union (Withdrawal) Act 2018 and as amended by or under
domestic law; and (c) local implementing measures, including but not limited
to the product governance requirements contained within the FCA Handbook
(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 such
securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the securities may decline and
investors could lose all or part of their investment; the securities offer no
guaranteed income and no capital protection; and an investment in the
securities 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 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 Target Market Assessment, finnCap will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the 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 the
securities.
Each distributor is responsible for undertaking its own target market
assessment in respect of the securities and determining appropriate
distribution channels.
Proposed Placing
1. Introduction
The Company announces today the proposed Placing of up to 16,365,000 Placing
Shares at 30 pence per share to raise approximately £4.9 million (before
expenses). The net proceeds of the Placing will be used to support the growth
of the Company's transceiver and systems divisions, specifically an increase
in transceiver production and advanced purchase of equipment for large system
contracts in order to meet potentially accelerated delivery timescales, and to
strengthen the Company's balance sheet and for general working capital
purposes.
The Placing is conditional, inter alia, on Admission and the Placing Agreement
becoming unconditional in all respects. It is expected that, subject to these
conditions, the New Ordinary Shares will be admitted to trading on AIM on 16
March 2022.
The Issue Price represents a discount of approximately 25 per cent to the
closing mid-market price of an Ordinary Share of 40 pence on 09 March 2022
(being the latest practicable date prior to the date of this Announcement).
The purpose of this Announcement is to explain the background to and reasons
for the Placing and to explain why the Board considers the Placing to be in
the best interests of the Company and its Shareholders.
2. Background to and Reasons for the Placing
The Company has a need for additional working capital to support growth.
The Company's systems division has recently announced the commencement of a
new £40 million SRT-MDA System project with a major national coast guard,
along with an increase in its visible pipeline of new contract opportunities
to £600 million. The advanced purchase and positioning of monitoring system
equipment for that project ahead of time is now enabling SRT to respond to the
customer's request to accelerate the contractual implementation timescale. The
Company expects to enter into more system contracts with new and existing
customers in the coming months where the advanced purchase of certain
equipment will significantly decrease the lead time between contract signature
and first equipment deliveries and installations experienced at the beginning
of a project, resulting in the overall project being able to be implemented in
a shorter timescale. The benefit is to bring forward revenues and enable
customers to move on to the next phases of their system buildup strategy
sooner with further contract opportunities for SRT.
The Company is experiencing increased demand for its digital navigation
transceivers across multiple segments and has to date received positive
responses to a new product (NEXUS) currently in development which will start
shipping in early 2023. Significant lengthening of component lead times has
meant that normalised production has been unable to match customer demand.
This situation is expected to normalise over the next 12 months. During this
period however, the Company is able to mitigate this issue by acquiring
components outside of normal supply chain routes, which requires immediate
payment, and thus deployment of additional working capital to support growth.
3. Current Trading and Operational Update
Current trading is currently in line with market expectations, however,
subject to exact shipping dates which are not entirely in control of the
Company, there is a potential for a small improvement.
Despite the global electronics component supply chain issues, the transceivers
business has performed well, having grown 11% during the first half of the
financial year. During the second half, production has been constrained and
unable to match demand due to extending component lead times, resulting in a
growing backlog of customer orders. We expect this situation to ease over the
next 12 months and normalize by 2023. In the mean time we have implemented an
active alternative component purchasing program to feed the required increase
in production and expect to catch up with demand over the next 6 months.
Our systems division project delivery team is focused on the implementation of
the BFAR Fisheries project and recently signed £40 million coast guard
project. The BFAR system implementation is well progressed now in active
operational use by BFAR operators, enabling them to monitor and manage
thousands of fishing boats effectively and efficiently. The recently
announced £40 million coast guard project is now underway, with initial
pre-shipping equipment inspections completed, and a potential accelerated
implementation plan underway. Additionally, further substantial new system
contracts are expected in the coming year for which preparations are underway
due to the customers desired implementation timescales.
Transceiver product development is focused on the completion of the first
NEXUS dual AIS/VHF marine radio product and refinement of our range of digital
navigation beacons (DAS). NEXUS is now at prototype stage and is expected to
commence shipping from early 2023. NEXUS takes SRT's transceivers division
into a new and larger marine communications segment and delivers a range of
innovative functionality. Our DAS beacons have established a global customer
base, which includes leading marine authorities and original equipment
manufacturers, and we are working through a series of product enhancements
that will enable easier and wider deployment of these devices to support the
digitisation of navigation. The SRT-MDA System is built around our core system
design and GeoVS software platforms. This delivers a uniquely integrated
system solution with a full range of customisable maritime surveillance
functionality. We continue to grow and enhance the system, adding new
functionality as well as refining existing functionality.
Over the last 18 months we have significantly evolved and improved how we
implement our SRT-MDA System projects such that we have a structure and
methodologies that enable us to support multiple project implementations with
multiple customers in multiple countries - simultaneously. This has included
rigorous standardisation of the core SRT-MDA System across all customers,
pre-building and configuration of key system components at SRT rather than in
country, such as operator consoles and data centres, and increased training of
our in-country installation partners such that they can operate more
autonomously with less support required from SRT engineers.
4. Use of Proceeds
The proceeds will be used to enable increased transceiver production to match
demand, prepare for further new system contracts, and for general working
capital.
5. The Placing
The Company proposes to raise approximately £4.9 million (before expenses)
through the Placing. The Issue Price represents a discount of approximately
25% to the closing mid-market price of an Ordinary Share of 40 pence on 09
March 2022 (being the latest practicable date prior to the date of this
Announcement). The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the Existing Ordinary Shares, including the right to
receive all future dividends and distributions declared, made or paid. The
Placing is not being underwritten.
The Placing is conditional, inter alia, upon:
i. the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated; and
ii. Admission becoming effective by not later than 8.00 a.m. on 16
March 2022 or such later date (being not later than 8.00 a.m. on 31 March
2022) as the Company and finnCap may agree.
Pursuant to the terms of the Placing Agreement, finnCap, as agent for the
Company, has agreed to use its reasonable endeavours to procure placees for
the Placing Shares at the Issue Price by way of the Bookbuild. Placees will
apply to subscribe for the Placing Shares allocated pursuant to the Placing on
the basis of the Terms and Conditions of the Placing set out in the Appendix
to this Announcement. The Placing Agreement contains warranties from the
Company in favour of finnCap in relation to, inter alia, the accuracy of the
information contained in the documents relating to the Placing and certain
other matters relating to the Company and its business. In addition, the
Company has agreed to indemnify finnCap in relation to certain liabilities
that it may incur in respect of the Placing.
finnCap may terminate the Placing Agreement in certain circumstances
(including for breach of warranty at any time prior to Admission, if such
breach is reasonably considered by finnCap to be material in the context of
the Placing) and in the event of a force majeure event or material adverse
change occurring at any time prior to Admission.
6. Director participation
Simon Tucker and Kevin Finn, as Directors of the Company, have indicated their
intention to invest £50,000 in aggregate for up to 166,667 Placing Shares.
Their confirmed participation in the Placing will be announced following the
closing of the Bookbuild.
7. Related Party Transactions
Director Position Current Number of Ordinary Shares Current % Holding Participation in the Placing Resultant holding % if full entitlements are taken up
Simon Tucker Chief Executive Officer 2,763,741 1.68 £25,000 1.55
Kevin Finn Non-Executive Chairman 0 0.00 £25,000 0.05
Simon Tucker and Kevin Finn are related parties of the Company for the
purposes of the AIM Rules by virtue of their status as Directors of the
Company. The Directors of the Company (other than Simon Tucker and Kevin
Finn), being the independent Directors for this purpose, consider, having
consulted with the Company's nominated adviser, finnCap, that the terms of
Simon Tucker and Kevin Finn's participation in the Placing is fair and
reasonable insofar as the Company's Shareholders are concerned.
8. Effect of the Placing
Upon Admission, the Enlarged Issued Share Capital is expected to be
180,676,939 Ordinary Shares. On this basis, the New Ordinary Shares will
represent approximately 9.06% of the Company's Enlarged Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the Placing,
Shareholders who do not subscribe for any new Ordinary Shares via the Placing
will suffer a dilution of approximately 9.06% to their interests in the
Company.
9. Expected Timetable of Principal Events
2022
Announcement of the Placing, Bookbuild commences 10 March
Announcement of the result of the Bookbuild via a Regulatory Information 11 March
Service
Admission and dealings in the New Ordinary Shares to commence on AIM 16 March
CREST accounts expected to be credited for the New Ordinary Shares in 16 March
uncertificated form
Each of the times and dates in the above timetable is subject to change. If
any of the above times and/or dates change, the revised times and/or dates
will be notified to Shareholders by way of an announcement through a
Regulatory Information Service. References to time in this document are to
London time.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" the admission of the New Ordinary Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the market of that name operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies, published by London Stock Exchange
"Board" the board of directors of the Company
"Bookbuild" the accelerated bookbuilding process which will be launched immediately
following release of this Announcement
"Company" or "SRT" SRT Marine Systems PLC
"Directors" the directors of the Company
"Enlarged Issued Share Capital" all of the Ordinary Shares in issue upon Admission of the New Ordinary Shares
"EU Prospectus Regulation" Regulation (EU) 2017/1129 on the prospectus to be published when securities
are offered to the pubic or admitted to trading on a regulated market
"Existing Ordinary Shares" the 164,311,939 existing ordinary shares of 0.1 pence each in issue at the
date of this Announcement all of which are admitted to trading on AIM
"FCA" the Financial Conduct Authority
"finnCap" finnCap Ltd
"FSMA" the Financial Services and Markets Act 2000
"Issue Price" 30 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Placing Shares
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Placing" the placing of the Placing Shares pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 10 March 2022 between the Company and finnCap relating to
the Placing
"Placing Shares" the up to 16,365,000 new Ordinary Shares to be issued pursuant to the Placing
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
"Restricted Jurisdiction" has the meaning set out within the Terms and Conditions in the Appendix to
this Announcement
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern Ireland
"UK Prospectus Regulation" the Prospectus Regulation as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018
"US" or "United States" the United States of America, each State thereof, its territories and
possessions (including the District of Columbia) and all other areas subject
to its jurisdiction
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
PLACING STATISTICS
Issue Price 30 pence
Number of Ordinary Shares in issue on the date of this Announcement 164,311,939
Number of Placing Shares up to 16,365,000
Enlarged Issued Share Capital * 180,676,939
New Ordinary Shares as a percentage of the Existing Ordinary Shares * 9.96 per cent.
Gross proceeds of the Placing £4.9 million
Net proceeds of the Placing £4.7 million
*Assuming take-up in full of the Placing
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) IS DIRECTED ONLY AT: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (THE "EEA"), 'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2(E) OF
REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, 'QUALIFIED INVESTORS' AS DEFINED
IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION") AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") OR (II) ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING
REFERRED TO AS "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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN
SRT MARINE SYSTEMS PLC (THE "COMPANY").
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. The Placing Shares are being offered and sold only outside the United
States in "Offshore Transactions" within the meaning of, and in accordance
with, Regulation S under the US Securities Act and otherwise in accordance
with applicable laws. There will be no public offer of the securities
mentioned herein in the United States or elsewhere.
This Announcement (including this Appendix) and the information contained
herein is restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the United
States, Australia, Canada, Japan, New Zealand, South Africa or any other
jurisdiction in which such release, publication or distribution would be
unlawful.
Each Placee should consult with its own advisors as to legal, tax, business
and related aspects of a subscription for Placing Shares.
The distribution of this Announcement and/or the Placing and/or the issue of
the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, finnCap or any of their respective
affiliates, agents directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and finnCap to
inform themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia), Australia, Canada, Japan, New Zealand or South Africa or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation (EU) 2017/1129) ("Prospectus Regulation") and the
Prospectus Regulation as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") to be
published. Persons needing advice should consult an independent financial
adviser.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. 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 relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Japanese Ministry of Finance or the Financial
Markets Authority in New Zealand; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any other
applicable body in South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand or South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into Australia, Canada, Japan, New Zealand or South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the 'Important Notices'
section of this Announcement.
By participating in the Bookbuild and/or the Placing, each Placee will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a 'Qualified Investor' within the meaning of Article 2(e)
of the UK Prospectus Regulation;
(b) if it is not a 'Qualified Investor' within the meaning of
Article 2(e) of the UK Prospectus Regulation, its participation in the Placing
has been specifically agreed with finnCap in writing;
(c) in the case of any Placing Shares acquired by it as a 'financial
intermediary', as that term is used in Article 5(1) of the UK Prospectus
Regulation:-
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than 'Qualified Investors'
(within the meaning of Article 2(e) of the UK Prospectus Regulation) or in
circumstances in which the prior consent of finnCap have been given to the
offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than 'Qualified Investors' (within the
meaning of Article 2(e) of the UK Prospectus Regulation), the offer of those
Placing Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each, a "Relevant Member State") who acquires any Placing Shares pursuant to
the Placing:
(a) it is a 'Qualified Investor' within the meaning of Article 2(e)
of the EU Prospectus Regulation;
(b) if it is not a 'Qualified Investor' within the meaning of
Article 2(e) of the EU Prospectus Regulation, its participation in the Placing
has been specifically agreed with finnCap in writing;
(c) in the case of any Placing Shares acquired by it as a 'financial
intermediary', as that term is used in Article 5(1) of the EU Prospectus
Regulation:-
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any Relevant Member State other than 'Qualified
Investors' (within the meaning of Article 2(e) of the EU Prospectus
Regulation) or in circumstances in which the prior consent of finnCap have
been given to the offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than 'Qualified Investors' (within
the meaning of Article 2(e) of the EU Prospectus Regulation), the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it has
authority to exercise, and is exercising, sole investment discretion and has
the authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements contained in this
Announcement;
5. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix;
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any person on
whose account it is acting, as referred to in paragraph 4 above) is located
outside the United States and is acquiring the Placing Shares in an 'offshore
transaction' as defined in, and in accordance with, Regulation S under the US
Securities Act ("Regulation S"); and
7. it has not offered, sold or delivered and will not offer to
sell or deliver any of the Placing Shares to persons within the United States,
directly or indirectly; neither it, its affiliates, nor any persons acting on
its behalf, have engaged or will engage in any directed selling efforts (as
defined in Regulation S) with respect to the Placing Shares; and it is not
taking up the Placing Shares for resale in or into the United States.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this Announcement
and any other information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any further
terms set forth in the contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement (including this Appendix) is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on any
information (other than the Publicly Available Information), representation,
warranty or statement made by or on behalf of finnCap or the Company or any
other person and none of finnCap, the Company or any other person acting on
such person's behalf nor any of their respective affiliates has or shall have
any responsibility or liability for any Placee's decision to participate in
the Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement or the Publicly Available Information to be
legal, tax or business advice. Each Placee should consult its own attorney,
tax advisor and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
finnCap has today entered into a placing agreement (the "Placing Agreement")
with the Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, finnCap, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure placees for up
to 16,365,000 new Ordinary Shares (the "Placing Shares").
The final number of Placing Shares and the Placing Price will be determined
following completion of an accelerated bookbuild process (the "Bookbuild") as
set out in this Announcement.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and will be credited as fully paid and will rank
pari passu in all respects with the issued ordinary shares of 0. 1 pence each
in the capital of the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for Admission to AIM
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for the admission of the Placing Shares to trading on AIM
("Admission").
It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on
16 March 2022 (or such later time and/or date as finnCap may agree with the
Company) and that dealings in the Placing Shares on AIM will commence at that
time.
Bookbuild
finnCap will today commence the Bookbuild to determine demand for Placing
Shares by Placees. 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.
finnCap shall be entitled to effect the Placing by such alternative method to
the Bookbuild as it may, in its absolute discretion following consultation
with the Company, determine.
Participation in, and principal terms of, the Placing
1. finnCap is arranging the Placing as broker and placing agent of
the Company. Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by finnCap. finnCap may
itself agree to be a Placee in respect of all or some of the Placing Shares or
may nominate any member of its group to do so.
2. The number of Placing Shares will be agreed by finnCap (in
consultation with the Company) following completion of the Bookbuild. The
number of Placing Shares to be issued will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To participate in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at finnCap. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing Price. finnCap
reserves the right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids will be at finnCap's absolute discretion,
subject to agreement with the Company. finnCap reserves the right to scale
back the number of Placing Shares to be subscribed by any Placee in the event
of an oversubscription under the Placing.
4. The Bookbuild is expected to close no later than 6.00 p.m.
today but may be closed earlier or later at the sole discretion of finnCap.
finnCap may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed. The Company reserves the right (upon the
agreement of finnCap) to reduce the number of Placing Shares to be issued
pursuant to the Placing, in its absolute discretion.
5. Allocations of the Placing Shares will be determined by finnCap
after consultation with the Company (the proposed allocations having been
supplied by finnCap to the Company in advance of such consultation).
Allocations in respect of the Placing Shares will be confirmed orally to
Placees by finnCap and a contract note will be dispatched as soon as possible
thereafter. finnCap's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee), in favour of finnCap (as agent for the Company) and
the Company, on the terms and subject to the conditions set out in this
Appendix and in accordance with the Company's articles of association to
subscribe for such number of Placing Shares as are confirmed by finnCap and to
pay in cleared funds an amount equal to the product of the Placing Price and
the number of Placing Shares for which such Placee has agreed to subscribe.
Except with finnCap's consent, such commitment will not be capable of
variation or revocation after the time at which it is submitted.
6. As set out above, each Placee's allocation and commitment will
be evidenced by a contract note issued to such Placee by finnCap. The terms of
this Appendix will be deemed incorporated in that contract note.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time, on the basis explained below under the heading 'Registration and
Settlement'.
8. All obligations under the Bookbuild and/or the Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under the heading 'Conditions of the Placing' and to the Placing not
being terminated on the basis referred to below under 'Right to terminate
under the Placing Agreement'.
9. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
10. To the fullest extent permissible by law and the applicable rules
of the FCA, none of finnCap, the Company, or any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of finnCap, the
Company, or any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of finnCap's conduct of
the Placing or of such alternative method of effecting the Placing as finnCap
and the Company may determine.
11. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or finnCap's conduct of the
Placing.
12. All times and dates in this Announcement may be subject to
amendment. finnCap shall notify the Placees and any person acting on behalf of
the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. finnCap's
obligations under the Placing Agreement are conditional on customary
conditions including (amongst others) (the "Conditions"):
1. the Company having complied, in the opinion of finnCap (acting
in good faith), with all of its obligations under the Placing Agreement (to
the extent that such obligations fall to be performed before Admission and
there having occurred no material default or breach by the Company of its
terms at any time immediately prior to Admission);
2. in the opinion of finnCap (acting in good faith), each of
the warranties contained in the Placing Agreement being true and accurate and
not misleading on and as of the date of the Placing Agreement and Admission as
though they had been given and made on such dates by reference to the facts
and circumstances at the relevant time;
3. Admission occurring no later than 8.00 a.m. on 16 March
2022 (or such later time and/or date, not being later than 8.00 a.m. on 31
March 2022, as finnCap may otherwise agree with the Company).
finnCap may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of certain of the
Company's obligations in relation to the Conditions or extend the time or date
provided for fulfilment of certain such Conditions in respect of all or any
part of the performance thereof. The conditions in the Placing Agreement
relating to (amongst other things) Admission taking place may not be waived.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
finnCap by the relevant time or date specified (or such later time or date as
the Company and finnCap may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under 'Right to terminate
under the Placing Agreement', the Placing will not proceed 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
it or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
None of finnCap, the Company, or any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision 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 absolute discretion of
finnCap.
Right to terminate under the Placing Agreement
finnCap is entitled, at any time before Admission, to terminate its
obligations under the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if at any time before Admission:
1. the Company fails to comply with its obligations under the
Placing Agreement or under the terms of the Placing which, in any such case,
finnCap (acting in good faith) considers to be material; or
2. any of the warranties or undertakings contained in the
Placing Agreement is untrue or inaccurate by reference to the facts or
circumstances subsisting at the time or a matter has arisen that might
reasonably be expected to give rise to a claim under the indemnity contained
in the Placing Agreement, in each case in any respect which finnCap (acting in
good faith) considered to be material; or
3. it comes to the notice of finnCap that any statement
contained in, amongst other things, this Announcement (including this
Appendix) was or has become untrue, incorrect or misleading in any respect
which finnCap (acting in good faith) considers to be material or that any
matter which finnCap (acting in good faith) considers to be material has
arisen which would if the Placing were made at that time, constitute a
material omission therefrom; or
4. the occurrence of certain force majeure events (including a
significant worsening in the UK in the spread or rate of infection of, or
deaths directly due to, the COVID-19 coronavirus pandemic), the effect of
which is such as to make it, in the judgment of finnCap (acting in good
faith), impracticable or inadvisable to proceed with the Placing in the manner
contemplated in the Placing Agreement or which may materially and adversely
affect the success of the Placing or dealings in the Placing Shares.
Upon termination, finnCap shall be released and discharged (except for any
liability arising before or in relation to such termination) from its
obligations under or pursuant to the Placing Agreement, subject to certain
exceptions. If finnCap terminates its obligations under the Placing Agreement,
then the Placing Agreement shall cease and terminate and the Placing will not
proceed.
By participating in the Placing, each Placee agrees that (i) the exercise by
finnCap of any right of termination or of any other discretion under the
Placing Agreement shall be within the absolute discretion of finnCap and that
it need not make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such exercise
or failure to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under the heading 'Right to terminate
under the Placing Agreement' and the heading 'Conditions of the Placing', and
its participation will not be capable of rescission or termination by it after
oral confirmation by finnCap of the allocation and commitments following the
close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to finnCap that, between the date of the Placing
Agreement and 2 months after Admission, it will not offer, issue, sell or
otherwise dispose of (or announce an intention of doing so) any shares of the
Company, or any securities convertible into or exchangeable or carrying rights
to acquire other shares of the Company, whether settled in cash or otherwise,
without prior consent from finnCap
By participating in the Placing, Placees agree that the exercise by finnCap of
any power to grant consent to the undertaking by the Company of a transaction
which would otherwise be subject to the lock-up provisions under the Placing
Agreement shall be within the absolute discretion of finnCap and that it need
not make any reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such exercise of the
power to grant consent.
Placing Procedure
Placees shall subscribe for the Placing Shares to be issued pursuant to the
Placing and any allocation of the Placing Shares to be issued pursuant to the
Placing will be notified to them on or around 10 March 2022 (or such other
time and/or date as the Company and finnCap may agree).
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B0M8KM36)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. finnCap reserves the right to require settlement for, and delivery
of, the Placing Shares (or any part thereof) to Placees by such other means
that it may deem necessary if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with the
regulatory requirements in the relevant Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a contract note in accordance with the
standing arrangements in place with finnCap stating the number of Placing
Shares allocated to them at the Placing Price, the aggregate amount owed by
such Placee to finnCap and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement instructions
in respect of the Placing Shares that it has in place with finnCap.
The Company will deliver the Placing Shares to a CREST account operated by
finnCap as agent for the Company and finnCap will enter its delivery
instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is anticipated that settlement in respect of the Placing Shares will take
place on 16 March 2022 on a delivery versus payment basis.
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 the London Interbank Offered Rate ("LIBOR") as
determined by finnCap.
Each Placee is deemed to agree that, if it does not comply with these
obligations, finnCap may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for
finnCap's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or stamp duty reserve tax or other taxes or
duties (together with any interest or penalties) imposed in any jurisdiction
which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither finnCap nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with finnCap (in its capacity as
broker and placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application for Placing
Shares, the following:
General
1. it has read and understood this Announcement in its
entirety and its subscription for Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and it has not relied on, and will not rely on, any information given
or any representations, warranties or statements made at any time by any
person in connection with the Placing, the Company, the Placing Shares or
otherwise other than the information contained in this Announcement (including
this Appendix) and the Publicly Available Information;
2. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the case may be.
Neither finnCap nor the Company will be responsible for any liability to stamp
duty or stamp duty reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to
indemnify the Company and finnCap on an after-tax basis in respect of any
Indemnified Taxes;
3. neither finnCap nor any of its affiliates, agents,
directors, officers and employees accept any responsibility for any acts or
omissions of the Company or any of the directors of the Company or any other
person (other than finnCap) in connection with the Placing;
4. time is of the essence as regards its obligations under
this Announcement;
5. 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 finnCap;
6. the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the articles of association of the Company;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person and represents that it has not redistributed,
forwarded, transferred, duplicated, or otherwise transmitted any such
materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the UK Prospectus Regulation or the EU Prospectus Regulation, nor will one be
prepared in connection with the Bookbuild, the Placing or the Placing Shares
and it has not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the Placing Shares;
Purchases by finnCap for its own account
9. in connection with the Placing, finnCap and any of its
affiliates acting as an investor for its own account may subscribe for Placing
Shares in the Company and in that capacity may retain, purchase or sell for
its own account such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to finnCap or any of its affiliates acting in such
capacity;
10. finnCap and its affiliates may enter into financing
arrangements and swaps with investors in connection with which finnCap and any
of its affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
11. finnCap does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above otherwise
than in accordance with any legal or regulatory obligation to do so;
No fiduciary duty or client of finnCap
12. finnCap does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of finnCap in connection with its participation
in the Placing and that finnCap has no duties or responsibilities to it for
providing the protections afforded to its respective 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 its respective
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
No responsibility of finnCap for information
14. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and neither finnCap nor its respective affiliates agents, directors,
officers or employees nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or liability for any
information, representation or statement contained in, or omission from, this
Announcement, the Publicly Available Information or otherwise nor will they be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe for Placing
Shares is contained in this Announcement, or any Publicly Available
Information (save that in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph 15(a)),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or implied, made,
by finnCap or the Company nor any of their respective affiliates, agents,
directors, officers or employees acting on behalf of any of them (including in
any management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in this Announcement, or
the Publicly Available Information or otherwise;
(c) neither finnCap, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, nor will provide, it with any material or
information regarding the Placing Shares or the Company or any other person
other than the information in this Announcement (including this Appendix) or
the Publicly Available Information; nor has it requested finnCap, the Company,
any of their respective affiliates or any person acting on behalf of any of
them to provide it with any such material or information; and
(d) neither finnCap or the Company will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement,
provided that nothing in this paragraph 15 excludes the liability of any
person for fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation that
finnCap, any of its affiliates or any person acting on its behalf, may have
conducted with respect to the Placing Shares, the terms of the Placing or the
Company, and none of such persons has made any representation, express or
implied, with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in this Announcement,
the Publicly Available Information or any other information;
17. in making any decision to subscribe for Placing Shares it:-
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of subscribing for
the Placing Shares;
(b) will not look to finnCap for all or part of any such loss it may
suffer;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the
Placing Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation
and assessment of the Company, the Placing Shares and the terms of the Placing
and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
18. The Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules for Companies, which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
Capacity and authority
19. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
20. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
(b) and will remain liable to the Company and/or finnCap for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
21. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 and that it has not taken any action or omitted to take any action
which will or may result in finnCap, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;
22. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account;
23. it irrevocably appoints any duly authorised officer of finnCap
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;
Excluded territories
24. the Placing Shares have not been and will not be registered or
otherwise qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation of the
United States, Australia, New Zealand, Canada, Japan or South Africa, or any
state, province, territory or jurisdiction thereof;
25. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above jurisdictions or any
jurisdiction (subject to certain exceptions) in which it would be unlawful to
do so and no action has been or will be taken by any of the Company, finnCap
or any person acting on behalf of the Company or finnCap that would, or is
intended to, permit a public offer of the Placing Shares in the United States,
Australia, Canada, Japan, New Zealand or South Africa or any country or
jurisdiction, or any state, province, territory or jurisdiction thereof, where
any such action for that purpose is required;
26. unless otherwise specifically agreed with finnCap, it is not
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, Australia, Japan, New Zealand, South Africa or any province or
territory of Canada;
27. it may be asked to disclose in writing or orally to finnCap:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned;
Compliance with US securities laws
28. it, and any prospective beneficial owner for whose account or
benefit it is purchasing the Placing Shares, is (i) located outside the United
States and is acquiring the Placing Shares in an 'offshore transaction' as
defined in, and in accordance with, Regulation S; (ii) has not been offered to
purchase or subscribe for Placing Shares by means of any "directed selling
efforts" as defined in Regulation S;
29. it understands that the Placing Shares have not been, and will
not be, registered under the US 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 US Securities Act, or pursuant to an exemption from the
registration requirements of the US Securities Act and in accordance with
applicable state securities laws;
30. 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;
Compliance with selling restrictions, the EU Prospectus Regulation and the UK
Prospectus Regulation
31. if in the United Kingdom, it is a Relevant Person and unless
otherwise specifically agreed with finnCap in writing, it is a Qualified
Investor (as such term is defined in Article 2(e) of the UK Prospectus
Regulation);
32. if in a Relevant Member State, it is a Relevant Person and
unless otherwise specifically agreed with finnCap in writing, it is a
Qualified Investor (as such term is defined in Article 2(e) of the EU
Prospectus Regulation);
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom except to 'Qualified
Investors' (as such term is defined in Article 2(e) of the UK Prospectus
Regulation) or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom within the
meaning of the UK Prospectus Regulation;
34. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant Member State except to 'Qualified
Investors' (as such term is defined in Article 2(e) of the EU Prospectus
Regulation) or otherwise in circumstances which have not resulted in and
which will not result in an offer to the public in any member state of the EEA
or the United Kingdom within the meaning of the EU Prospectus Regulation;
35. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it
in the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
the United Kingdom other than 'Qualified Investors' (as such term is defined
in Article 2(e) of the UK Prospectus Regulation), or in circumstances in which
the prior consent of finnCap has been given to each proposed offer or resale;
36. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for 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 Relevant Member State other than 'Qualified Investors' (as such term is
defined in Article 2(e) of the EU Prospectus Regulation), or in circumstances
in which the prior consent of finnCap has been given to each proposed offer or
resale;
Compliance with FSMA, the UK financial promotion regime and UK MAR
37. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who falls within
the definition of 'investment professionals' in Article 19(5) of the Order or
(ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order, or (iii) to whom it may
otherwise lawfully be communicated;
38. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, 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 FSMA;
39. 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 FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement (including this Appendix) and
any presentation in respect of the Placing have not and will not have been
approved by finnCap 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 a financial promotion by an authorised
person;
40. it has complied and 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 applicable provisions in FSMA and Regulation (EU) No.
596/2014 of the European Parliament and of the Council of 16 April 2014 on
market abuse as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 and any other implementing measures ("UK MAR")) in
respect of anything done in, from or otherwise involving, the United Kingdom);
Compliance with laws
41. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
42. it is not a (i) a person named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (ii) a person subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United
Nations;
43. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA 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;
44. in order to ensure compliance with the Regulations, finnCap
(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 finnCap or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the Placing
Shares may be retained at finnCap's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
finnCap's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identify finnCap (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to them, either
finnCap 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;
Depositary receipts and clearance services
45. 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 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
Undertaking to make payment
46. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to subscribe
and acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as finnCap may in its sole discretion
determine and without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the product of
the relevant Placing Price and the number of Placing Shares allocated to it
and will be required to bear any stamp duty, stamp duty reserve tax or other
taxes or duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
Commitment
47. 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 finnCap's conduct of the Placing;
Money held on account
48. any money held in an account with finnCap on behalf of the
Placee and/or any person acting 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 finnCap's money in accordance with the client money rules and
will be held by it under a banking relationship and not as trustee;
Allocation
49. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that finnCap or the Company may call upon it to subscribe
for a lower number of Placing Shares, but in no event in aggregate more than
the aforementioned maximum;
No recommendation
50. neither finnCap, nor any of its respective affiliates, nor any
person acting on behalf of it, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing;
Inside information
51. if it has received any 'inside information' (for the purposes
of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities in advance of the Placing, it confirms that it has
received such information within the market soundings regime provided for in
article 11 of UK MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities
of the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
52. the rights and remedies of the Company and finnCap under the
terms and conditions in this Announcement 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; and
Governing law and jurisdiction
53. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the Placing, and
all non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England 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 arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non-contractual or other obligation arising
out of or in connection with 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 either
the Company or finnCap 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.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as finnCap and are irrevocable. finnCap, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements, agreements and
undertakings. Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and finnCap to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, finnCap and 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 Announcement or incurred by finnCap, the Company or
each of their respective affiliates, agents, directors, officers or employees
arising from the performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this Announcement
shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor finnCap will be responsible and the Placees shall indemnify
the Company and finnCap on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with interest, fines
and penalties) in any jurisdiction paid by the Company or finnCap in respect
of any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify finnCap accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the subscription
for Placing Shares.
The Company and finnCap are not liable to bear any taxes that arise on a sale
of Placing Shares subsequent to their acquisition by Placees, including any
taxes arising otherwise than under the laws of the United Kingdom. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify finnCap and the Company accordingly.
Furthermore, each prospective Placee agrees to indemnify on an after-tax basis
and hold finnCap and/or the Company and their respective affiliates harmless
from any and all interest, fines or penalties in relation to stamp duty, stamp
duty reserve tax and all other similar duties or taxes in any jurisdiction to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser.
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 AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
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