REG - SRT Marine Systems - Proposed Placing, Subscription & Retail Offer
Mon 16:45
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RNS Number : 2614A SRT Marine Systems PLC 13 April 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. 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.
13 April 2026
SRT MARINE SYSTEMS PLC
("SRT" or the "Company")
Proposed Placing to raise not less than £12.5 million,
Subscription to raise £1.5 million,
and
Retail Offer to raise up to £1.0 million,
all at 82 pence per New Ordinary Share
SRT, the developer and supplier of sovereign civil defence maritime
intelligence and surveillance systems, and navigation safety and efficiency
solutions, is pleased to announce a conditional Placing and Subscription of
not less than £14.0 million (before expenses) and Retail Offer of up to £1.0
million comprising (together the "Fundraising"). The net proceeds of the
Fundraising are expected to further strengthen the Company's balance sheet, to
accelerate product development and to support new contract conversion and
delivery.
The Company is proposing to place not less than 15,243,902 new ordinary shares
of 0.1 pence each ("Ordinary Shares") in the capital of the Company (the
"Placing Shares") at a price of 82 pence per Placing Share (the "Issue Price")
to raise not less than £12.5 million (before expenses) (the "Placing") from
certain new and existing shareholders. The Placing is being conducted by way
of an accelerated bookbuild ("ABB") which will be launched immediately
following this announcement in accordance with the terms and conditions set
out in the appendix to this Announcement.
The Company has also raised £1.5 million by way of a subscription agreement
entered into between the Company and Ocean Infinity, an existing shareholder
(the "Subscription Agreement"). Ocean Infinity has committed to participating
in the Fundraising and will subscribe under the terms of the Subscription
Agreement for 1,829,268 New Ordinary Shares at the Issue Price (the
"Subscription" and the "Subscription Shares").
In addition to the Subscription and the Placing, existing Shareholders will be
given the opportunity to subscribe for, in aggregate, up to 1,219,512 New
Ordinary Shares via the Bookbuild Platform (the "Retail Shares", together with
the Placing Shares and the Subscription Shares, the "New Ordinary Shares") at
the Issue Price by way of a retail offer to raise up to approximately £1.0
million (before expenses) (the "Retail Offer"). A separate announcement will
be made shortly by the Company regarding the Retail Offer and its terms.
The Fundraising is conditional on, amongst other things, Admission. The
Subscription and the Placing are not conditional upon the Retail Offer or on
any minimum take-up under the Retail Offer. For the avoidance of doubt the
Retail Offer forms no part of the Subscription or the Placing.
Certain defined terms used herein are set out in Appendix III to this
Announcement.
Highlights:
· Placing and Subscription with new and existing shareholders to
raise not less than £14 million (before expenses) through the issue of not
less than 17,073,170 New Ordinary Shares at the Issue Price. The Placing is
being conducted by way of ABB which will be launched immediately following
this announcement in accordance with the terms and conditions set out in the
appendix to this Announcement. The Company reserves the right to increase the
Placing following the launch of thew ABB depending on demand.
· Retail Offer to existing shareholders to raise up to a further
£1.0 million (before expenses) through the issue of up to 1,219,512 New
Ordinary Shares at the Issue Price.
· The net proceeds of the Fundraising will be used by the Company
to further strengthen its balance sheet, to accelerate product development and
to support new contract conversion and delivery.
· The New Ordinary Shares will represent approximately 6.78 per
cent. of the Enlarged Share Capital.
· The Issue Price represents a discount of approximately 5.75 per
cent. to the closing mid-market price of 87 pence per Existing Ordinary Share
on 10 April 2026, being the Latest Practicable Date.
· The Fundraising is being completed under the Company's existing
shareholder authorities.
· Admission of the New Ordinary Shares is expected to occur on 17
April 2026.
Simon Tucker, CEO of SRT, commented:
"The evolving geopolitical situation continues to highlight the importance of
sovereign civil defence and border security. As pioneers of national scale
integrated systems and technology in the maritime surveillance domain, SRT is
at the centre of a long-term trend of rising demand for integrated sovereign
capability in this space. The proceeds of this fundraise will further
strengthen our balance sheet and support the next phase of our strategic
growth, enabling us to broaden our market reach and to enhance our offering to
customers. We continue to scale rapidly, building on the momentum we are
seeing across both our systems and navigation safety businesses."
Cavendish Capital Markets Limited ("Cavendish") is acting as bookrunner in
connection with the Placing.
Further details on the Fundraising are set out below.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Richard Hurd, Chief Financial Officer and Secretary
of the Company.
Contacts:
SRT Marine Systems plc www.srt-marine.com (http://www.srt-marine.com)
+ 44 (0) 1761 409500
Simon Tucker (CEO) simon.tucker@srt-marine.com (mailto:simon.tucker@srt-marine.com)
Kevin Finn (Chairman) kevin.finn@srt-marine.com (mailto:kevin.finn@srt-marine.com)
Nora Alakshan (Corporate Communications Manager) nora.alakshan@srt-marine.com (mailto:nora.alakshan@srt-marine.com)
Julian Collett (Director of Capital Markets Strategy) julian.collett@srt-marine.com (mailto:julian.collett@srt-marine.com)
Cavendish Capital Markets Limited (NOMAD & Broker)
Jonny Franklin-Adams / Teddy Whiley / Finn Gordon (Corporate Finance) +44 (0) 20 7220 0500
Sunila de Silva (Corporate Broking)
Boscobel & Partners (Media Contact) SRTMarine@boscobelandpartners.com (mailto:SRTMarine@boscobelandpartners.com)
George Trefgarne / Tabitha Owers +44 (0) 20 3642 1310
About SRT Marine Systems plc:
SRT Marine Systems PLC ("SRT") is a global provider of civil defence maritime
intelligence and surveillance systems, as well as navigation safety and
efficiency solutions. Our systems provide MDA intelligence that enables
sovereign agencies such as coast guards and fisheries authorities to adopt a
new nationwide intelligence-led operations doctrine that is highly effective
and efficient for maritime safety and security. Our navigation safety systems
enable vessel operators to navigate digitally more safely and efficiently. Our
customers range from government agencies, such as coast guards, fisheries
authorities, and ports and waterways authorities, to commercial and leisure
vessel owners.
This Announcement should be read in its entirety including the appendices. In
particular, you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
THE ANNOUNCEMENT 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 THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES OR IN ANY OTHER RESTRICTED JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129; (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 2 OF PART 1 OF SCHEDULE 1
OF THE POATR WHO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN SRT MARINE SYSTEMS PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES OR ANY RESTRICTED JURISDICTION, AND
THEREFORE MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND THE LAWS OF ANY OTHER APPLICABLE
RESTRICTED JURISDICTION. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING
OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Cavendish or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") 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 Cavendish to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States or any other Restricted Jurisdiction. No public offering of the
Placing Shares is being made in any Restricted Jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
applicable law and regulation. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
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 or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. 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 the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
Cavendish is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing or any other matters referred
to in this Announcement, and Cavendish will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Cavendish or by any of its Representatives as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the New Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the New Ordinary Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Fundraising.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Cavendish 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
Additional information on the Fundraising
1. INTRODUCTION
The Company announces that it has conditionally raised not less than £14.0
million, before expenses, by way of a Subscription and a Placing of, in
aggregate, not less than 17,073,170 New Ordinary Shares, in each case, at the
Issue Price.
In addition, the Company is providing existing Shareholders with the
opportunity to participate in the Fundraising by subscribing for up to, in
aggregate, 1,219,512 Retail Shares at the Issue Price, via the Bookbuild
Platform, to raise up to £1.0 million (before expenses), by way of the Retail
Offer.
The Company reserves the right to increase the Placing following the launch of
the ABB dependent on demand. The net proceeds of the Fundraising will be
used by the Company to further strengthen its balance sheet, to accelerate
product development and to support new contract conversion and delivery, as
detailed in paragraph 4 below.
The Fundraising comprises:
· 1,829,268 Subscription Shares (in aggregate) subscribed for at the
Issue Price, raising proceeds of approximately £1.5 million before fees and
expenses. The Subscription is conditional, amongst other things, on Admission.
Further details of the Subscription are set out in paragraph 7 below.
· A proposed placing of not less than 15,243,902 Placing Shares
conditionally placed by Cavendish as agent of the Company with institutional
investors at the Issue Price, raising proceeds of approximately than £12.5
million before fees and expenses. The Placing is conditional, amongst other
things, on Admission. Further details of the Placing are set out in paragraph
5 below.
· Up to 1,219,512 Retail Shares to be issued pursuant to the Retail
Offer to Retail Investors through intermediaries at the Issue Price, raising
proceeds of up to £1.0 million before fees and expenses. The Retail Offer is
conditional, amongst other things, on Admission. Further details of the Retail
Offer are set out in paragraph 8 below. For the avoidance of doubt, the Retail
Shares are not part of the Placing or the Subscription and are not Placing
Shares or Subscription Shares and those investors who subscribe for Retail
Shares will do so pursuant to the terms and conditions of the Retail Offer
contained in a separate announcement.
The Issue Price represents a discount of 5.75 per cent. to the Closing Price
of 87 pence per Existing Ordinary Share on the Latest Practicable Date.
The Subscription Shares, the minimum number of Placing Shares and the Retail
Shares will represent, respectively, approximately 0.68 per cent., 5.65 per
cent. and 0.45 per cent. of the Enlarged Share Capital.
The background to and reasons for the Fundraising and further details of the
Placing, the Subscription and the Retail Offer are set out below.
The Fundraising is being undertaken by the Company pursuant to its existing
authorities, granted by shareholders at its last annual general meeting
("AGM").
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 above.
2. BACKGROUND TO, AND REASONS FOR, THE FUNDRAISING
The Company continues to perform strongly across all divisions, with a
significant level of growth reported in the results for the six months ended
31 December 2025, published recently, as further detailed in the Current
Trading section below. The outlook for the business also remains positive as
the world seeks to acquire a new generation of integrated systems that empower
them with insight and intelligence to secure borders, detect and deter illegal
activities, navigate more safely, efficiently manage and sustain marine
domains, and transform operations to an intelligence-led doctrine. SRT's
pioneering strategic decision to enter this market years ago has allowed the
Company the time to develop the extensive technologies and knowhow to deliver
to satisfy this demand. In the short term, SRT is focused on delivering
against the existing approximately £350 million active contract order book,
whilst in the medium and longer term the Company expects to further expand
those systems as customers' aspirations and needs grow, as well as welcoming
new customers into SRT's Sovereign Partnership program.
There exist a number of persistent fundamental problems which underpin demand
for the solutions SRT's products provide. These include the heightened levels
of national security and border control across the globe; the permanent
requirement for law enforcement to evolve and adapt their methods and tools
available to counter threats; the social and legal demands presented by
environmental, sustainability and IUU fishing pressures; and national
coastguards' consistent desire to improve safety, search and rescue operations
in their domestic waters. SRT believes these issues will remain for many years
and considers that the Company is in an optimal position to supply into these
growing areas of demand going forward.
It is in the Group's nature to require a consistent level of capital to fund
the commencement of its projects in their early stages. Growing the business
through signing large new contracts and continuing to do so into the future
therefore requires additional capital capacity to support new contract
conversion and delivery, and to provide a suitable working capital buffer to
the Group. The Fundraising will enhance the Group's scalability and the
resilience of its global operations as it converts its sizeable, validated
sales pipeline.
3. CURRENT TRADING
As announced on 16 March 2026 in the Company's Half Year results for the six
months ended 31 December 2025, the Company announced a 95% increase in
revenues to £51.1 million (H1 2024: £26.2m), a 48% increase in profit before
tax to £3.1m (H1 2024: £2.1m) and an 86% increase in total gross cash to
£41.6m (H1 2024: £22.4m).
The Company reiterated its confidence in its pipeline with an active contract
order book of £350 million of which the Company has successfully executed
£123m with £227m left to deliver. Furthermore, its new system contract
pipeline has strengthened to £1.8 billion despite a new sovereign contract
worth £195m moving from pipeline to signed status pending activation once the
associated project finance agreement is completed.
Other highlights also announced recently include:
· The Company's Systems division is actively implementing SRT-MDA
System with 5 sovereign customers with a new (sixth) sovereign customer signed
in March 2026.
· Follow on contract worth $20.5m signed in February 2026 with an
existing sovereign customer.
· SRT has made significant investment in new SRT-MDA System
functionality with increasing focus on use of AI.
· NEXUS VHF/AIS marine communications system launched and commenced
shipping in January 2026.
· First unmanned surface surveillance vessel (USSV) program fully
operational and conducting 24/7 missions within an SRT-MDA System program.
4. USE OF PROCEEDS
The net proceeds of the Fundraising will be used by the Company to further
strengthen its balance sheet, to accelerate product development and to support
new contract conversion and delivery.
5. DETAILS OF THE PLACING
5.1. Structure
At the Company's last AGM held on 4 December 2025, certain resolutions were
passed by Shareholders which granted the Directors the authority to grant
rights to subscribe for or convert any security into shares, on a
non-pre-emptive basis, up to an aggregate nominal amount of £25,159 and
subject to such terms as the Directors may determine. As noted in paragraph 1
above, the Directors intend to utilise these authorities to issue shares
pursuant to the Fundraising.
5.2. Placing
The Company is proposing to raise not less than £12.5 million (before fees
and expenses) by way of a conditional, non-pre-emptive placing of not less
than 15,243,902 Placing Shares pursuant to the Placing Agreement at the Issue
Price.
The Placing will be conducted by the Company in accordance with the terms and
conditions set out in the Appendix to this Announcement. The Placing is being
conducted by way of an ABB which will commence immediately following this
Announcement and is expected to close this evening, but may be closed at such
earlier or later time as Cavendish may, after consultation with the Company,
in its absolute discretion, determine. The ABB will determine final demand for
and participation in the Placing. Allocations of Placing Shares will be
determined by Cavendish in consultation with the Company and will be confirmed
orally or by email by Cavendish following the close of the ABB. A further
announcement will be made following the completion of the ABB (the "Result of
Fundraising Announcement").
The Placing is conditional, amongst other things, upon:
(a) the Placing Agreement becoming unconditional in all respects and not
having been terminated in accordance with its terms prior to Admission; and
(b) Admission of the Placing Shares to trading on AIM becoming effective
by no later than 8.00 a.m. on 17 April 2026 (or such later time and/or date as
the Company and Cavendish may agree (being no later than 8.00 a.m. on the Long
Stop Date)).
If such conditions are not satisfied or, if capable of waiver, waived, by the
date(s) and time(s) referred to above, the Placing will not proceed.
Alongside the Placing, the Company is making the Retail Offer available to
existing Shareholders pursuant to which it may raise a further amount of up to
approximately £1.0 million (before expenses). The Issue Price of 82 pence per
Retail Share is the same as the price at which the Placing Shares and the
Subscription Shares are being issued pursuant to the Placing and Subscription,
respectively.
The Issue Price represents a discount of approximately 5.7 per cent. to the
Closing Price of 87 pence per Existing Ordinary Share on the Latest
Practicable Date.
The New Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, be identical to and rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all distributions, declared, paid or made in respect of the
Ordinary Shares following the date of Admission.
It is expected that, subject to the conditions, the New Ordinary Shares will
be admitted to trading on AIM on 17 April 2026.
6. THE PLACING AGREEMENT
In connection with the Placing, the Company and Cavendish have entered into
the Placing Agreement pursuant to which Cavendish has agreed, in accordance
with its terms, to use reasonable endeavours to procure, as agent for the
Company, placees for the Placing Shares at the Issue Price.
The Placing Agreement is conditional, amongst other things upon, the
conditions in the Placing Agreement being satisfied or (if capable of waiver)
waived, the Placing Agreement not having been terminated in accordance with
its terms prior to Admission and Admission occurring on or before 17 April
2026 (or such later date as the Company and Cavendish may agree).
The Placing Agreement contains certain customary warranties given by the
Company in favour of Cavendish concerning, amongst other things, the accuracy
of information given in this announcement, as well as other matters relating
to the Group and its business.
The Placing Agreement is terminable by Cavendish in certain circumstances up
until the time of Admission, including amongst other things, should there be a
breach of a warranty contained in the Placing Agreement or a force majeure
event takes place or a material adverse change occurs to the business of the
Company or the Group. The Company has also agreed to indemnify Cavendish in a
customary form in respect of all losses, costs, charges and expenses which
Cavendish may suffer or incur as a result of, occasioned by or attributable to
the carrying out of its duties under the Placing Agreement.
The Placing is not conditional on the Retail Offer proceeding or on any
minimum take-up under the Retail Offer.
The Appendix (which forms a part of this Announcement) contains the detailed
terms and conditions of the Placing.
7. DETAILS OF THE SUBSCRIPTION
The Company has conditionally raised £1.5 million (before expenses) through
the issue of 1,829,268 Subscription Shares to Ocean Infinity at the Issue
Price, pursuant to the Subscription.
The Subscription is not conditional on the Placing or the Retail Offer
proceeding or on any minimum take-up under the Placing or the Retail Offer.
8. DETAILS OF THE RETAIL OFFER
Pursuant to the terms of the Retail Offer, the Company has made the Retail
Offer to Retail Investors only through Intermediaries via the Bookbuild
Platform.
Conditional on, amongst other things, Admission, up to 1,219,512 Retail Shares
will be issued through the Retail Offer at the Issue Price to raise proceeds
of up to approximately £1.0 million (before expenses).
If the Retail Offer is taken up in full, the Retail Shares will represent
approximately 0.45 per cent. of the Enlarged Share Capital. The Retail Shares,
when issued and fully paid, will rank pari passu in all respects with the
Ordinary Shares then in issue.
A further announcement will be made by the Company today containing further
details of the Retail Offer and how Shareholders may participate in it.
9. EFFECT OF THE FUNDRAISING ON THE COMPANY'S SHARE CAPITAL
Upon completion of the Fundraising, and assuming full take up of the Retail
Offer, the Subscription Shares will represent approximately 0.68 per cent. of
the Enlarged Share Capital, the Placing Shares will represent approximately
5.65 per cent. of the Enlarged Share Capital, and the Retail Shares will
represent approximately 0.45 per cent. of the Enlarged Share Capital.
The New Ordinary Shares will represent approximately 6.78 per cent. of the
Enlarged Share Capital and the Existing Ordinary Shares will represent
approximately 93.22 per cent. of the Enlarged Share Capital.
10. DILUTIVE IMPACT OF THE FUNDRAISING
The proposed issue of the New Ordinary Shares pursuant to the Fundraising will
dilute existing shareholdings of Shareholders. Shareholders will be able to
reduce the extent of this dilution by participating in either the Placing or
the Retail Offer (based on no more than the minimum number of Placing Shares
being placed).
The maximum dilution which a Shareholder will be subject to if they do not
participate in the Fundraising (solely as a result of completion of the
Fundraising) is 7.27 per cent.
11. APPLICATION FOR ADMISSION OF THE NEW ORDINARY SHARES
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Admission is expected to take place,
and dealings on AIM in the New Ordinary Shares are expected to commence, at
8.00 a.m. on 17 April 2026 (or such later time and/or date as may be agreed
between the Company and Cavendish, being no later than 8.00 a.m. on the Long
Stop Date).
The New Ordinary Shares will, following Admission, rank pari passu in all
respects with the Ordinary Shares in issue at the date of Admission and will
carry the right to receive all dividends and distributions declared, made or
paid on or in respect of the New Ordinary Shares after Admission.
For those Shareholders who hold New Ordinary Shares in uncertificated form, it
is expected that on 17 April 2026 the CREST account of Cavendish will be
credited with New Ordinary Shares subscribed for by investors in the Placing
and the Retail Offer. Cavendish will settle with investors from the Placing
and the Retail Offer within CREST by delivery versus payment (DVP).
For New Ordinary Shares to be held in certificated form (if any), it is
expected that certificates of title will be despatched within 10 business days
of Admission.
Pending despatch of the share certificates or the crediting of CREST accounts,
the Registrar will certify any instruments of transfer against the register.
12. PRINCIPAL RISKS AND UNCERTAINTIES
The attention of Shareholders is drawn to the section of the Company's annual
report and accounts for the year ended 30 June 2025 headed "Principal Risks
and Uncertainties".
13. RELATED PARTY TRANSACTIONS
Ocean Infinity are a related party of the Company for the purposes of the AIM
Rules by virtue of their status as a substantial shareholder, and by virtue of
Oliver Plunkett, who is a Director of the Company, also being a director of
Ocean Infinity. Ocean Infinity have committed to subscribe for 1,829,268 New
Ordinary Shares in the Fundraising, representing approximately 0.68 per cent.
of the Enlarged Share Capital.
The Independent Directors, being all of the Directors excluding Oliver
Plunkett, consider, having consulted with the Company's Nominated Adviser,
Cavendish, that the terms of Ocean Infinity's participation in the Fundraising
are fair and reasonable insofar as Shareholders are concerned.
APPENDIX I - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2026
Announcement of the Fundraising 04:30 p.m. 13 April
Retail Offer opens 05:00 p.m. 13 April
Announcement of the results of the ABB 14 April 2026
Retail Offer closes 12:00 p.m. 15 April
Announcement of results of Retail Offer 15 April
Admission and commencement of dealings in the New Ordinary Shares on AIM, and 08:00 a.m. 17 April
Settlement Date
New Ordinary Shares in uncertificated form expected to be credited to accounts 17 April
in CREST (uncertificated holders only)
Expected date of despatch of definitive share certificates for the New Within 10 business days of Admission
Ordinary Shares in certificated form (certificated holders only)
Long Stop Date 29 May
Notes:
1. Each of the dates and times set out in the above timetable and mentioned
in this Announcement is subject to change at the absolute discretion of the
Company (with the agreement of Cavendish), in which event details of the new
times and dates will be notified to the London Stock Exchange and the Company
will make an appropriate announcement to a Regulatory Information Service.
2. All of the above times refer to London time.
APPENDIX II - KEY STATISTICS
Number of Existing Ordinary Shares 251,620,656
Issue Price per New Ordinary Share 82 pence
Discount to Closing Price on the Latest Practicable Date 5.75%
Subscription
Number of Subscription Shares to be issued 1,829,268
Percentage of Enlarged Share Capital represented by Subscription Shares* 0.68%
Gross proceeds of the Subscription approx. £1.5 million
Placing
Number of Placing Shares to be issued Not less than 15,243,902
Percentage of Enlarged Share Capital represented by Placing Shares* 5.65%
Gross proceeds of the Placing approx. £12.5 million
Retail Offer
Number of Retail Shares to be issued up to 1,219,512
Percentage of Enlarged Share Capital represented by Retail Shares* up to 0.45%
Gross proceeds of the Retail Offer up to £1.0 million
Fundraising
Enlarged Share Capital immediately following Admission* 269,913,338 Ordinary Shares
Estimated Net Proceeds of the approx. £14.3 million
Fundraising*( )
Ordinary Share ISIN GB00B0M8KM36
SEDOL B0M8KM3
Notes:
*Assumes that: (i) no further Ordinary Shares are issued as a result of the
exercise of any options or awards vesting under any employee share incentive
plan between the Latest Practicable Date and Admission; (ii) full take up of
the Retail Offer; and (iii) no issue of new Ordinary Shares in connection with
the exercise of any existing Warrants prior to Admission.
APPENDIX III - DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"ABB" or "Bookbuilding Process" the accelerated bookbuilding process through which the Placing is to be
conducted by Cavendish as described in this Announcement
"Admission" the admission to trading on AIM of the New Ordinary Shares becoming effective
in accordance with Rule 6 of the AIM Rules for Companies and references to
Admission becoming "effective" shall be construed accordingly
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Announcement" this announcement (including the appendices)
"Bookbuild Platform" the online platform through which the Retail Offer is being conducted
"Cavendish" Cavendish Capital Markets Limited, nominated adviser, broker and bookrunner to
the Company
"certificated" or "in certificated form" the description of an Ordinary Share or other security which is not in
uncertificated form (that is not in CREST)
"Closing Price" the closing middle market quotation of an Existing Ordinary Share as derived
from the Daily Official List of the London Stock Exchange
"Company" SRT Marine Systems plc (company number: 05459678)
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors" or "Board" the board of directors of the Company
"Enlarged Share Capital" the issued share capital of the Company immediately following Admission,
comprising the Existing Ordinary Shares and the New Ordinary Shares
"Estimated Expenses" the estimated expenses incurred in connection with the Fundraising, being
approximately £0.7 million
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 251,620,656 Ordinary Shares in issue at the date of this Announcement, all
of which are admitted to trading on AIM
"FCA" the UK's Financial Conduct Authority
"Fundraising" together the Subscription, the Placing and the Retail Offer
"Group" the Company and its subsidiaries
"Independent Directors" all of the Directors excluding Oliver Plunkett
"Intermediaries" any financial intermediary that is appointed in connection with the Retail
Offer
"ISIN" International Securities Identification Number
"Issue Price" 82 pence per New Ordinary Share
"Latest Practicable Date" 10 April 2026, being the latest practicable date prior to this Announcement
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 May 2026
"Net Proceeds" approximately £14.3 million, being the proceeds from the issue of the New
Ordinary Shares, after the deduction of the Estimated Expenses (assuming no
additional Placing Shares are placed following the launch of the ABB and the
Retail offer is taken up in full)
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant to the Fundraising
"Ocean Infinity" Ocean Infinity Group Limited
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Placing" the proposed conditional placing of the Placing Shares by Cavendish, as agent
for the Company, at the Issue Price on the terms and conditions set out in the
Placing Agreement
"Placing Agreement" the agreement between the Company and Cavendish dated 13 April 2026 in
connection with the Placing
"Placing Shares" the not less than 15,243,902 New Ordinary Shares to be allotted credited fully
paid pursuant to the Placing
"POATR" the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105), on
the requirements for public offers and admissions to trading on regulated
markets, and which came into force on 19 January 2026 and replaced EU
Regulation 2017/1129 (which formed part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018)
"Registrar" Computershare Investor Services PLC
"Regulatory Information Service" a regulatory information service as defined by the AIM Rules for Companies
"Retail Investors" eligible investors in the Retail Offer
"Retail Offer" the offer of New Ordinary Shares to be subscribed for by Retail Investors via
the Bookbuild Platform at the Issue Price and admitted to trading as part of
Admission
"Retail Shares" up to 1,219,512 New Ordinary Shares to be issued pursuant to the Retail Offer
"Securities Act" the United States Securities Act of 1933, as amended
"SEDOL" Stock Exchange Daily Official List
"Shareholders" holders of Ordinary Shares from time to time, each individually a
"Shareholder"
"Subscription" the subscription for 1,829,268 New Ordinary Shares at the Issue Price by Ocean
Infinity under the terms of the Subscription Agreement, comprising the
subscription for the Subscription Shares
"Subscription Agreement" the agreement dated 13 April 2026 between the Company and Ocean Infinity in
connection with the Subscription
"Subscription Shares" the 1,829,268 New Ordinary Shares which are to be conditionally subscribed for
cash pursuant to and in accordance with the terms of the Subscription
Agreement
"UK" United Kingdom
"United States" the United States of America, its territories and possessions, any State of
the United States, and the District of Columbia
"Warrant" a warrant over Ordinary Shares
All references in this announcement to "£", "pence", "p" or "pounds sterling"
are to the lawful currency of the UK.
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THE ANNOUNCEMENT 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 THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (COLLECTIVELY, THE "RESTRICTED
JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED
KINGDOM, ARE QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF PART 2 OF
SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024
(THE "POATR") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THE ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN SRT MARINE SYSTEMS PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES OR ANY RESTRICTED JURISDICTION, AND
THEREFORE MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
THE LAWS OF ANY OTHER APPLICABLE RESTRICTED JURISDICTION. THE PLACING SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Cavendish or any of their respective
Representatives that would permit an offer of the Placing Shares or possession
or distribution of the 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 the Announcement
comes are required by the Company and Cavendish to inform themselves about and
to observe any such restrictions.
The Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States or any other Restricted Jurisdiction. No public offering of
the Placing Shares is being made in any Restricted Jurisdiction.
All offers of the Placing Shares will be made under an exemption from the
prohibition on offers to the public under Schedule 1 of the POATR, and also
pursuant to an exemption under the EU Prospectus Regulation from the
requirement to produce a prospectus. In the United Kingdom, the Announcement
is being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised person.
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 or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. 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 the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the
Announcement should seek appropriate advice before taking any such action.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of the Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood the 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Cavendish and the Company 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 UK Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the POATR:
(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 UK Qualified
Investors or in circumstances in which the prior consent of Cavendish has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than UK Qualified Investors, the offer
of those Placing Shares to it is not treated under the POATR as having been
made to such persons; and
3. in the case of a Relevant Person in a member state of the
EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a EU Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the 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 a Relevant State other than EU Qualified
Investors or in circumstances in which the prior consent of Cavendish has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than EU Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons; and
4. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in the Announcement; and
5. it understands (or if acting for the account or benefit of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. it (and any account referred to in paragraph 5 above) is
located outside of the United States and is acquiring the Placing Shares in
"offshore transactions" as defined in and in accordance with Regulation S
under the US Securities Act of 1933, as amended (the "Securities Act"); and
7. the Company and Cavendish will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements.
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 (in accordance with the
EU Prospectus Regulation or the POATR). No prospectus or other offering
document has been or will be submitted to be approved by the FCA in relation
to the Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in the Announcement and any
information publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of
the Company on or prior to the date of the Announcement (the "Publicly
Available Information") and subject to any further terms set out in the
contract note, electronic trade or other (oral or written) confirmation to be
sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Cavendish or the Company or any other person and none of
Cavendish , the Company nor any other person acting on such person's behalf
nor any of their respective Representatives has or shall have any liability
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in the Announcement to be
legal, tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish will shortly enter 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, Cavendish, as agent for and on
behalf of the Company, will agree to use its reasonable endeavours to procure
Placees for the Placing Shares. The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of 0.1
pence each ("Ordinary Shares") in the capital of the Company, including the
right to receive all dividends and other distributions declared, made or paid
in respect of such Ordinary Shares after the date of Admission.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period
of two months after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does
not prevent (i) the grant or exercise of options or awards under any of the
Company's existing share incentives and share option schemes, or (ii)
following Admission the issue by the Company of any Ordinary Shares upon the
exercise of any right or option or the conversion of a security already in
existence, or (iii) the issue by the Company of any Ordinary Shares in
relation to the Fundraising.
Applications for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
Subject to the Placing Agreement becoming unconditional in all respects save
for Admission, it is expected that settlement of the Placing Shares and
Admission will become effective on or around 8.00 a.m. on 17 April 2026 and
that dealings in the Placing Shares on AIM will commence at that time or such
later time and/or dates as the Company and Cavendish may agree (being in any
event no later than 8.00 a.m. on 29 May 2026).
The Bookbuilding Process
This Appendix IV 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.
Cavendish and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. Cavendish is arranging the Placing as broker and placing
agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Cavendish to participate.
Cavendish and any of its affiliates are entitled to enter bids in the
Bookbuilding Process.
3. The price per Placing Share (the "Issue Price") is fixed at
82 pence.
4. Each Placee's allocation will be determined by Cavendish in
its discretion following consultation with the Company and will be confirmed
to Placees either orally or by email by Cavendish. Cavendish may choose to
accept bids, either in whole or in part, on the basis of allocations
determined at its absolute discretion, in consultation with the Company, and
may scale down any bids for this purpose on the basis referred to in paragraph
6 below.
5. Each Placee's allocation and commitment will be evidenced
by a contract note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Cavendish. The terms of this Appendix
will be deemed incorporated in that contract note, electronic trade
confirmation or other (oral or written) confirmation.
6. Subject to paragraphs 4 and 5 above, Cavendish may choose
to accept bids, either in whole or in part, on the basis of allocations
determined at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. Cavendish may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the
Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
7. Each Placee's allocation and commitment to acquire Placing
Shares will be made on the terms and subject to the conditions in this
Appendix and will be legally binding on the Placee on behalf of which it is
made and except with Cavendish's consent will not be capable of variation or
revocation after the time at which it is submitted. Following Cavendish's
oral or written confirmation of each Placee's allocation and commitment to
acquire Placing Shares, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Cavendish (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares such Placee
has agreed to acquire and the Company has agreed to allot and issue to that
Placee.
8. Except as required by law or regulation, no press release
or other announcement will be made by Cavendish or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
10. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
11. By participating in the Bookbuilding Process, each Placee
will agree that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
12. To the fullest extent permissible by law and applicable FCA
rules and regulations, none of:
(a) Cavendish;
(b) any of its Representatives; or
(c) to the extent not contained within (a) or (b), any person
connected with Cavendish as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Cavendish);
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Cavendish nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Cavendish's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Cavendish and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Issue Price and the aggregate amount owed by them to Cavendish.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00B0M8KM36)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 17
April 2026 ("Settlement Date"), in accordance with the contract notes or
electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and Cavendish may
agree that the Placing Shares should be issued in certificated form.
Cavendish reserves the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Cavendish.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cavendish may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for Cavendish's own
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 Issue Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on its
behalf. By communicating a bid for Placing Shares, such Placee confers on
Cavendish all such authorities and powers necessary to carry out such sale and
agrees to ratify and confirm all actions which Cavendish lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note or the
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom 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 or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects and not having been terminated in accordance with its terms
prior to Admission. Cavendish's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions") set out below:
1. the Company having complied, in the opinion of Cavendish
(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 Cavendish (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 the date of
Admission as though they had been given and made on such dates by reference to
the facts and circumstances at the relevant time;
3. Completion of the Subscription (save for the condition
relating to Admission); and
4. Admission occurring no later than 8.00 a.m. on 17 April
2026 (or such later time and/or date, not being later than 8.00 a.m. on 29 May
2026, as Cavendish may otherwise agree with the Company provided that each of
the parties shall perform its obligations under the Placing Agreement until
such time (if any) as any of the conditions under the Placing Agreement shall
have been incapable of being satisfied and have not been waived).
Cavendish 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 in the Placing Agreement
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 Appendix.
If: (i) any of the conditions are not fulfilled or (where permitted) waived by
Cavendish by the relevant time or date specified (or such later time or date
as the Company and Cavendish 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 Cavendish, 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
Cavendish.
Termination of the Placing
Cavendish is entitled, at any time on or before Admission, to terminate its
obligations under the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia:
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,
Cavendish (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 Cavendish (acting
in good faith) considered to be material; or
3. it comes to the notice of Cavendish that any statement
contained in, amongst other things, the Announcement was or has become untrue,
incorrect or misleading in any respect which Cavendish (acting in good faith)
considers to be material or that any matter which Cavendish (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, the effect
of which is such as to make it, in the judgment of Cavendish (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, Cavendish 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 Cavendish exercises its right to terminate the Placing
Agreement before Admission, 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
Cavendish of any right of termination or of any other discretion under the
Placing Agreement shall be within the absolute discretion of Cavendish 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 Cavendish of the allocation and
commitments following the close of the ABB.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Cavendish (in its capacity as placing agent of the Company in
respect of the Placing) that (save where Cavendish expressly agrees in writing
to the contrary):
1. it has read and understood the Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in the Announcement
and the Publicly Available Information;
2. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and acknowledges that
no prospectus or other offering document:
(a) is required under the POATR or other applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. 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 the Companies (the
"AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in the United Kingdom as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither Cavendish nor the Company nor any of their respective Representatives
nor any person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the Company or
any other person other than the information in the Announcement or the
Publicly Available Information; nor has it requested Cavendish , the Company,
any of their respective Representatives or any person acting on behalf of any
of them to provide it with any such information;
5. neither Cavendish nor any person acting on behalf of it nor
any of its Representatives has or shall have any liability for any Publicly
Available Information, or any representation relating to the Company, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares is
contained in the Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
information in the Announcement and the Publicly Available Information;
(b) neither Cavendish, nor the Company (nor any of their
respective Representatives) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly Available
Information, nor will it provide any material or information regarding the
Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Cavendish or any
person acting on its behalf may have conducted with respect to the Company,
the Placing or the Placing Shares;
7. the content of the Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither Cavendish nor any persons acting on its behalf nor
any of its Representatives is responsible for or has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in the Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in the Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any
person for fraudulent misrepresentation;
8. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the Securities Act or any other securities laws of the
United States, or any state or other jurisdiction of the United States,
Australia, Canada, the Republic of South Africa or Japan and, therefore the
Placing Shares may not be offered, re-offered, sold, re-sold, taken up,
renounced or delivered or transferred, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa or Japan or in
any country or jurisdiction where any such action for that purpose is
required;
9. it may be asked to disclose in writing or orally to
Cavendish : (i) if he or she is an individual, his or her nationality or
residence; or (ii) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
10. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in the Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by Cavendish;
11. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it will pay
the total amount in accordance with the terms of the Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other Placees or sold at such price as Cavendish determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and will honour
such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
13. it is not, and any person who it is acting on behalf of or
for the account or benefit of is not, and at the time the Placing Shares are
acquired will not be, a resident of, or be located or have an address in, or
subject to the laws of, the United States, Australia, Canada, the Republic of
South Africa or Japan, and it acknowledges and agrees that the Placing Shares
have not been and will not be registered or otherwise qualified under the
securities legislation of the United States, Australia, Canada, the Republic
of South Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
14. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act;
15. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated, definitive
form and acknowledges and agrees that the Placing Shares may, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT OR (B) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE
SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT
FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A
DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
17. it is not taking up the Placing Shares as a result of any
"directed selling efforts" (as such term is defined in Regulation S under the
Securities Act) in respect of the Placing Shares;
18. it will not distribute, forward, transfer or otherwise
transmit the Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into the United States (including
electronic copies thereof) or to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials in or into
the United States or to any person;
19. none of Cavendish, the Company nor any of their respective
Representatives nor any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Cavendish and that Cavendish does not have any duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement, nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary any
Conditions or exercise any termination right;
20. it will make payment to Cavendish for the Placing Shares
allocated to it in accordance with the terms and conditions of the
Announcement on the due times and dates set out in the Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Cavendish determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the Placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in the
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;;
21. 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 the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
22. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Cavendish and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Cavendish in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of Cavendish or
transferred to a CREST stock account of Cavendish who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
23. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
24. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2) of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
25. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant State prior to the expiry of a period
of six months from Admission except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
FSMA or within the meaning of the POATR, or an offer to the public in any
member state of the EEA within the meaning of the EU Prospectus Regulation;
26. if it is within the United Kingdom, it is a UK Qualified
Investor as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
if it is within a Relevant State, it is a EU Qualified Investor as defined in
Article 2(e) of the EU Prospectus Regulation;
27. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that the Announcement has not been
approved by Cavendish in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an authorised
person;
28. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA and the MAR in
respect of anything done in, from or otherwise involving the United Kingdom);
29. if it is a financial intermediary, as that term is used in
the POATR, the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United Kingdom other
than UK Qualified Investors, or in circumstances in which the express prior
written consent of Cavendish has been given to each proposed offer or resale;
30. if in the United Kingdom, unless otherwise agreed by
Cavendish, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS") and it is acquiring Placing Shares for investment only and not with a
view to resale or distribution;
31. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
32. Cavendish and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in the Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, Cavendish and/or any of its affiliates acting as an investor for
its or their own account(s). Neither Cavendish nor the Company intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
33. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Cavendish such
evidence, if any, as to the identity or location or legal status of any person
which they may request from it in connection with the Placing (for the purpose
of complying with the Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Cavendish on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be acquired by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Cavendish may decide at its sole discretion;
34. in order to ensure compliance with the Regulations,
Cavendish (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 Cavendish or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cavendish's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Cavendish's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either Cavendish 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;
35. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
36. any money held in an account with Cavendish 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. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Cavendish 's money in
accordance with the client money rules and will be used by Cavendish in the
course of its business; and the Placee will rank only as a general creditor of
Cavendish's;
37. Cavendish may choose to invoke the CASS Delivery Versus
Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
38. neither it nor, as the case may be, its clients expect
Cavendish to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
COBS, and that Cavendish is not acting for it or its clients, and that
Cavendish will not be responsible for providing the protections afforded to
clients of Cavendish or for providing advice in respect of the transactions
described in the Announcement;
39. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in the Announcement and in the contract note,
through the electronic trade confirmation or other (oral or written)
confirmation will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Cavendish's conduct of the Placing;
40. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
41. it irrevocably appoints any duly authorised officer of
Cavendish 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 acquire upon the terms of the Announcement;
42. the Company, Cavendish and others (including each of their
respective Representatives) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements, which
are given to Cavendish on its own behalf and on behalf of the Company and are
irrevocable;
43. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company and Cavendish 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);
44. time is of the essence as regards its obligations under this
Appendix;
45. 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 Cavendish;
46. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
47. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Bookbuilding Process and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination or 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 interest chargeable thereon) may be taken by
the Company or Cavendish in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each
of their respective Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by
Cavendish, the Company or each of their respective Representatives arising
from the performance of the Placee's obligations as set out in the
Announcement, and further agrees that the provisions of this Appendix shall
survive after the completion of the Placing.
The rights and remedies of Cavendish and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Cavendish shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Cavendish
accordingly. In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that either the
Company and/or Cavendish have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Cavendish is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing or any other matter referred to in the
Announcement, and Cavendish will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuilding Process or the
Fundraising or any other matters referred to in the Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a consequence this
money will not be segregated from the Cavendish's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in the Announcement are to London time, unless otherwise
stated.
All times and dates in the Announcement may be subject to amendment. Placees
will be notified of any changes.
No statement in the Announcement is intended to be a profit forecast or
estimate, and no statement in the Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the 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, the
Announcement.
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