REG - Strix Group PLC - Proposed Placing via accelerated bookbuild
11/06/2024 17:15
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RNS Number : 0276S Strix Group PLC 11 June 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
AT THE END OF THIS ANNOUNCEMENT.
11 June 2024
Strix Group plc
("Strix", the "Company" or the "Group")
Proposed Placing to issue 10,935,700 Placing Shares by way of an accelerated
bookbuild
Strix (AIM: KETL), the AIM quoted global leader in the design, manufacture and
supply of kettle safety controls and other complementary water temperature
management components, announces its intention to undertake an equity placing
(the "Placing"), through the issue of 10,935,700 new ordinary shares of 1
penny each in the capital of the Company (the "Placing Shares"). The Placing
Price is 80 pence per share, representing a nil discount to the closing price
on 10 June 2024 (being the last practicable day prior to the date of this
Announcement). The gross proceeds from the Placing will amount to £8.7m. The
Placing Shares represent c.5% of the issued share capital of the Company.
The Placing was originated by a reverse enquiry from an existing institutional
shareholder willing to invest up to 5% of the issued share capital. This
shareholder has provided a binding commitment to the Company to place the
following order in the Placing:
· 8,748,560 Placing Shares, representing 4% of the issued share
capital of the Company, being allocated on a firm basis; and
· 2,187,140 Placing Shares, representing 1% of the issued share
capital of the Company, being allocated on a conditional basis, subject to
clawback from any existing shareholders participation in the Placing.
The Company has consulted with a number of its shareholders to gauge their
feedback as to the terms and conditions of the Placing. The Board has
concluded that the Placing is in the best interests of shareholders and will
promote the long-term success of the Company. This conclusion by the Board has
been endorsed by the shareholder consultation.
The Placing will be conducted through an accelerated bookbuild process
("Bookbuild") being managed by Stifel Nicolaus Europe Limited ("Stifel") and
Zeus Capital Limited ("Zeus") acting as joint bookrunners ("Joint
Bookrunners"). The Bookbuild will be launched immediately following this
Announcement. The Placing is conditional upon, amongst other things, Admission
becoming effective and the placing agreement between the Company and the Joint
Bookrunners becoming unconditional and not having been terminated in
accordance with its terms.
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement.
As stated at the preliminary results presentation in March/April 2024, it is
the Company's intention to begin a full refinance of its banking facilities in
2025 to help advance the Group's growth aspirations, supported by an expected
FY 2024 net debt leverage of less than 2.0x. The Placing will facilitate that
leverage reduction happening 4-6 months earlier than anticipated, securing an
associated interest saving benefit due to the margin ratchet mechanism
contained within the current facilities. A more sustained net debt leverage of
less than 2.0x is expected to enhance negotiations with potential banking
partners at refinance, thereby improving the Group's ability to access
appropriate and cost effective banking facilities in 2025 to support the
Group's medium term growth aspirations. Faster deleveraging will also allow
the Group to accelerate its investment in new technologies to support longer
term growth opportunities whilst still delivering on its stated target to
reduce net debt leverage to 1.5x by the end of FY 2025. Once the initial 1.5x
net debt leverage target has been met, the Board remains committed to a
leverage appetite of between 1.0x to 2.0x for the medium term. The previously
announced intention for a temporary pause in the final and interim dividend
payments in calendar year 2024, with a planned return to a sustainable
dividend pay-out ratio of 30% of adjusted profit after tax in 2025 will
remain.
Current trading
Profit before tax for the 2024 full year remains in line with current market
expectations. Cash conservation actions taken in HY 2024 have led to
year-to-date cash generation for the Group running slightly ahead of
expectations, further supporting an anticipated net debt leverage of less than
2.0x.
For further enquiries, please contact:
Strix Group Plc Tel: +44 (0) 1624 829829
Mark Bartlett, CEO
Clare Foster, CFO
Zeus (Nominated Advisor and Joint Bookrunner) +44 (0) 20 3829 5000
Nick Cowles / Jordan Warburton (Investment Banking)
Dominic King (Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Bookrunner) +44 (0) 20 7710 7600
Matthew Blawat / Francis North
IFC Advisory Limited (Financial PR and IR) +44 (0) 20 3934 6630
Graham Herring / Tim Metcalfe / Florence Chandler
The person responsible for arranging release of this Announcement on behalf of
the Company is Mark Bartlett.
Information on Strix
Isle of Man based Strix, is a global leader in the design, manufacture and
supply of kettle safety controls and other components and devices involving
water heating and temperature control, steam management and water filtration.
Strix's core product range comprises a variety of safety controls for small
domestic appliances, primarily kettles. Kettle safety controls require
precision engineering and intricate knowledge of material properties in order
to repeatedly function correctly. Strix has built up market leading capability
and know-how in this field since being founded in 1982.
Strix is admitted to trading on the AIM Market of the London Stock Exchange
(AIM: KETL).
Details of the Placing
The Group is proposing to issue 10,935,700 Placing Shares at the Placing
Price, equating to c.5.0% of the issued share capital of the Company.
The Placing will be conducted by way of the Bookbuild which will be launched
immediately following this Announcement, in accordance with the terms and
conditions set out in the Appendix to this Announcement. The Bookbuild process
will be managed by Stifel and Zeus acting as Joint Bookrunner.
The Joint Bookrunners have entered into a placing agreement with the Company
(the "Placing Agreement"). Under the terms of the Placing Agreement, the Joint
Bookrunners have agreed, subject to certain conditions, to use their
reasonable endeavours to procure placees for the Placing Shares.
The timing of the closing of the Bookbuild and the final allocation of Placing
Shares will be determined at the discretion of the Company (in consultation
with Stifel and Zeus).
The Placing, which is subject to the terms and conditions set out in the
Appendix to this Announcement, is conditional upon, inter alia, Admission
becoming effective and the Placing Agreement becoming unconditional in all
respects by no later than 8.00 a.m. on 14 June 2024 (or such later time and/or
date, being not later than 17 June 2024, as the Company, Stifel and Zeus may
agree). Application will be made to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM. It is expected that Admission will
occur and that dealings will commence at 8.00 a.m. on 14 June 2024.
The Placing Shares will rank pari passu in all respects with the existing
ordinary shares of 1 penny each in the capital of the Company and will be
issued free from all liens, charges and encumbrances. The Company has existing
authorities (granted at its last AGM in July 2023) to issue 5% non
pre-emptively for cash for general corporate purposes.
The Joint Bookrunners are not underwriting the Placing.
A further announcement will be made following closing of the Placing,
confirming the final details.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
below.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
Expected Timetable of Principal Events
2024
Announcement of the Placing 11 June
Announcement of the results of the Placing 12 June
Admission and commencement of dealings of the Placing Shares 14 June
Placing Shares credited to CREST stock accounts 14 June
Notes:
(i) References to times are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the revised times
and/or dates will be notified by the Group via an announcement to an RIS.
(iii) The timing of the events in the above timetable that fall after the
publication of this Announcement are indicative only and subject to change.
IMPORTANT NOTICE
This announcement (including the appendix) and the terms and conditions set
out herein (the "Announcement") do not constitute or form part of, and should
not be construed as, any offer to sell or issue or a solicitation of an offer
to buy, subscribe for or otherwise acquire any securities in any jurisdiction.
This Announcement is not for publication or distribution, directly or
indirectly, in whole or in part, in or into the United States of America
(including its territories and possessions, any state of the United States and
the District of Columbia) (the "United States"), Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such publication
or distribution would be unlawful ("Restricted Jurisdiction") (or to any
persons in a Restricted Jurisdiction) unless permitted pursuant to an
exemption under the relevant local law or regulation in any such jurisdiction.
Any failure to comply with this restriction may constitute a violation of the
applicable laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer of
securities for sale into the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
No action has been taken by Strix Group plc (the "Company"), Stifel Nicolaus
Europe Limited ("Stifel"), Zeus Capital Limited ("Zeus" and together with
Stifel, "Joint Bookrunners") or any of their respective directors, officers,
partners, agents, employees, affiliates, advisors, consultants, persons
connected with them as defined in the Financial Services and Markets Act 2000,
as amended ("FSMA") (together, "Affiliates") 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 receiving this
Announcement are required to inform themselves about and to observe any
restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed to: (A) if in a
member state of the European Economic Area, persons who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as
amended (the "EU Prospectus Regulation"), (B) if in the United Kingdom,
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus
Regulation") and who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
Article 19(5) of FSMA(Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order or (C) other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "Relevant
Persons"). No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you represent
and agree that you are a Relevant Person. This Announcement must not be acted
on or relied on by persons who are not Relevant Persons. 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. As regards
all persons other than Relevant Persons, the details of the Placing set out in
this Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person.
No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation and the UK Prospectus Regulation)
to be published.
The information contained in this Announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this Announcement or its accuracy,
fairness or completeness. None of the information in this Announcement has
been independently verified or approved by the Joint Bookrunners or any of
their respective Affiliates.
Certain statements in this Announcement are forward-looking statements, which
include all statements other than statements of historical fact and which are
based on the Company's expectations, intentions and projections regarding the
Company's future financial condition, performance, anticipated events,
strategic initiatives, or trends, the future performance of the Company and
other matters that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" (or the negatives thereof) and words of similar meaning.
These forward-looking statements are not guarantees of future performance and
involve known and unknown risks, assumptions, uncertainties and other factors
that could cause the actual results of operations, financial condition,
performance, liquidity and dividend policy and the development of the
industries in which the Company's businesses operate to differ materially from
those expressed or implied by the forward-looking statements. Given those
risks and uncertainties, prospective investors should not rely on such
forward-looking statements in making their investment decisions. In
particular, but without prejudice to the generality of the above, no
representation or warranty is given, and no responsibility or liability is
accepted, either as to the achievement or reasonableness of any future
projections, forecasts, estimates or statements as to any prospects or future
returns contained or referred to in this Announcement or in relation to the
basis or assumptions underlying such projections or forecasts. Forward-looking
statements speak only as of the date of such statements. Except as required by
the London Stock Exchange or applicable law, the Company, the Joint
Bookrunners, and their respective Affiliates undertake no obligation to update
or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person.
Stifel and Zeus, each of which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively for the
Company and for no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement) as a client
in relation to the Placing or any other matter referred to in this
Announcement, and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing advice in relation to the Placing, or any other matter referred to
in this Announcement. The responsibilities of Zeus as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not owed to the
Company or any director, shareholder or any other person.
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Stifel or Zeus or any of their respective
Affiliates as to, or in relation to, the accuracy, adequacy 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.
Recipients of this Announcement should conduct their own independent
investigation, evaluation and assessment of the merits or otherwise of the
business, data and property described in this Announcement. This Announcement
does not constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. No statement in
this Announcement is intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings or earnings per share
of the Company for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share of the
Company. The contents of this Announcement are not to be construed as legal,
business, financial, regulatory or tax advice. Each shareholder or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business,
regulatory or tax advice. Investing in the Placing Shares involves a
substantial degree of risk.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its entirety
and to be making such offer to acquire Placing Shares on the terms and subject
to the conditions set out in this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that 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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the Placing
Shares offer no guaranteed income and no capital protection; and (c) an
investment in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Company's 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Joint Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS") UNLESS PERMITTED
PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY
SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY
AT PERSONS WHO ARE (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2(E) OF THE REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"); OR (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A)
TO (D) OF THE ORDER OR (C) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE
OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO
LEGAL, BUSINESS, FINANCIAL, REGULATORY, TAX AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
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 or on behalf of the Company and the Joint Bookrunners or their respective
directors, officers, partners, agents, employees, affiliates, advisors,
consultants, persons connected with them as defined in the Financial Services
and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") 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.
The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from the registration
requirements of the Securities Act. No public offering of the Placing Shares
is being made in the United States. The Placing Shares are being offered and
sold outside the United States in "offshore transactions", as defined in, and
in compliance with, Regulation S under the Securities Act. Persons receiving
this Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it or any part of it in or
into the United States.
This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer or invitation to buy or subscribe for or
otherwise acquire any securities in any jurisdiction. No copy or part of this
Announcement or the information contained in it may be published or
distributed, directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction.
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 for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the United Kingdom.
No action has been taken by the Company, the Joint Bookrunners or any of their
respective Affiliates 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 receiving this Announcement are
required to inform themselves about and to observe any restrictions contained
in this Announcement.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
action.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share of the Company for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share of the Company.
Stifel and Zeus, each of which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA"), are acting exclusively for
the Company and for no one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or any other matter referred to in this
Announcement, and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing advice in relation to the Placing, or any other matter referred to
in this Announcement.
By participating in the Placing, each Placee is deemed to have read and
understood this Announcement (including the Appendix) in its entirety and to
be making such offer to acquire Placing Shares on the terms and subject to the
conditions set out in this Announcement and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in this Appendix.
In particular, each Placee represents, warrants, undertakes and acknowledges
to and agrees with the Company and the Joint Bookrunners (amongst other
things) that:
1. it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares that are allocated
to it for the purposes of its business;
2. if it is a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation, (a) the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA other than
"qualified investors" within the meaning of Article 2(e) of the EU Prospectus
Regulation or in circumstances in which the prior consent of the Joint
Bookrunners have been given to the offer or resale, or (b) where the Placing
Shares have been subscribed for by it on behalf of persons in any member state
of the EEA other than "qualified investors" within the meaning of Article 2(e)
of the EU Prospectus Regulation, the offer of those Placing Shares to it is
not treated under the EU Prospectus Regulation as having been made to such
persons;
3. if it is a financial intermediary, as that term
is used in Article 5(1) of the UK Prospectus Regulation, (a) the Placing
Shares purchased 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 UK other than Relevant Persons or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to the offer or resale, or (b) where the Placing Shares have been
subscribed for by it on behalf of persons in the UK other than Relevant
Persons, the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares 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 this Announcement;
5. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. it (and any person on whose account it is acting)
is located outside the United States and is otherwise acquiring the Placing
Shares in an "offshore transaction" meeting the requirements of Regulation S
under the Securities Act.
The Company and the Joint Bookrunners will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements, undertakings and
agreements. Each Placee hereby agrees with the Company and the Joint
Bookrunners to be bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be issued. A Placee shall, without
limitation, become so bound if either of the Joint Bookrunners confirms to
such Placee its allocation of Placing Shares.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into an agreement (the "Placing Agreement") with
the Joint Bookrunners. Pursuant to the Placing Agreement, each of the Joint
Bookrunners has agreed, subject to the terms and conditions set out in such
agreement, severally (and not jointly or jointly and severally) as agent for
and on behalf of the Company, to use its reasonable endeavours to procure
Placees for the Placing Shares. The Placing is not being underwritten.
The Joint Bookrunners will today commence the bookbuilding process (the
"Bookbuild") to determine demand for participation in the Placing by Placees.
This Appendix gives details of the terms and conditions of, and the mechanics
for participation in, the Placing. No commissions will be paid to Placees or
by Placees in respect of any Placing Shares. Members of the public are not
entitled to participate. The Company and the Joint Bookrunners shall be
entitled to effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari passu in
all respects with each other and with the existing ordinary shares of 1 penny
each in the capital of the Company (the "Ordinary Shares"), including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Ordinary Shares after the date of issue of the Placing
Shares. The Placing Shares will be issued free of any encumbrance, lien or
other security interest.
Application for Admission
Application will be made to London Stock Exchange plc for admission of the
Placing Shares to trading on AIM ("Admission"). Admission is expected to
become effective on or around 14 June 2024 (or such later time and/or date as
the Joint Bookrunners may agree with the Company, being not later than 17 June
2024) and dealings in the Placing Shares are expected to commence on the same
day.
Principal terms of the Placing
1. Each of the Joint Bookrunners is acting as joint
bookrunner and agent of the Company in connection with the Placing on the
terms and subject to the conditions of the Placing Agreement.
2. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. Each of the Joint Bookrunners and any of their
respective Affiliates are entitled to enter bids in the Bookbuild as
principal.
3. The placing price of 80 pence per Placing Share
(the "Placing Price") will be payable to the Joint Bookrunners (as agents for
the Company) by all Placees whose bids are successful. No commissions will be
paid to Placees or by the Placees in respect of any Placing Shares.
4. The final allocation of the Placing Shares will
be determined by the Company (in consultation with the Joint Bookrunners)
following completion of the Bookbuild. The results of the Placing will then be
announced on a Regulatory Information Service as soon as is practicable
following completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees
should communicate their bid by telephone or in writing to their usual sales
contact at Stifel or Zeus. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing Price.
Bids may be scaled down by the Joint Bookrunners on the basis referred to in
paragraph 9 below. Each of the Joint Bookrunners reserves the right not to
accept bids or to accept in bids in part rather than in whole.
6. The Bookbuild is expected to close later today
but may be closed earlier or later at the absolute discretion of the Joint
Bookrunners in consultation with the Company. The Joint Bookrunners may, in
agreement with the Company, accept bids, either in whole or in part, that are
received after the Bookbuild has closed, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after time and
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time.
7. Each prospective Placee's allocation will be
agreed between the Company and the Joint Bookrunners, and will be confirmed
orally or in writing by one of the Joint Bookrunners (each as agent for the
Company) to such Placee, and a trade confirmation will be despatched as soon
as practicable thereafter and the terms and conditions of this Appendix will
be deemed incorporated into the trade confirmation.
8. A Joint Bookrunner's oral and/or written
confirmation to any person of an allocation of Placing Shares will give rise
to an immediate, separate, irrevocable and legally binding commitment by that
person, in favour of the Joint Bookrunners and the Company, under which it
agrees and is obligated to (a) acquire the number of Placing Shares allocated
to it and (b) pay the Joint Bookrunners (or as they may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares allocated to it and that the Company has agreed to allot and
issue to that Placee, on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of association.
Except with the Joint Bookrunners' consent, such commitment will not be
capable of variation or revocation after the time at which it is submitted.
9. Subject to paragraphs 4 and 5 above, the Joint
Bookrunners may choose to accept bids, either in whole or in part, on the
basis of allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine.
10. The Company reserves the right (upon agreement with
the Joint Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
11. Except as required by law or regulation, no press
release or other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent) in its capacity as Placee
(or agent) other than with such Placee's prior written consent.
12. Irrespective of the time at which the 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".
13. All obligations under the Placing will be subject to
fulfilment (or where applicable, waiver) 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 "Rights to terminate under the Placing
Agreement".
14. By participating in the Bookbuild, each Placee will
agree that its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable of
rescission or termination by the Placee after confirmation (oral or otherwise)
by a Joint Bookrunner.
15. To the fullest extent permissible by law, neither
the Joint Bookrunners nor any of their respective Affiliates shall have any
liability (whether in contract, tort or otherwise and including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither of
the Joint Bookrunners nor any of their respective Affiliates shall have any
liability (whether in contract, tort or otherwise and including, to the extent
permissible by law, any fiduciary duties) in respect of their conduct of the
Bookbuild or of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing Agreement are
conditional on certain customary conditions including (but not limited to):
1. the warranties given by the Company under the
Placing Agreement being true and accurate and not misleading at the date of
the Placing Agreement, at the time of execution of the term sheet and at
Admission by reference to the facts and circumstances then subsisting;
2. the Company having complied with its obligations
under the Placing Agreement to the extent that such obligations are required
to be performed on or prior to Admission, in each case, in all respects which
are, in the good faith opinion of the Joint Bookrunners, material in the
context of the Placing and/or Admission;
3. there not having occurred, in the good faith
opinion of the Joint Bookrunners, any material adverse change in the group;
4. Admission taking place by not later than 8.00
a.m. on 14 June 2024 (or such later time and/or date as the Company and the
Joint Bookrunners may agree being not later than 17 June 2024).
The Joint Bookrunners have discretion to 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 and/or agree an extension in time for
their satisfaction. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement (including
those described above) are not fulfilled (or, to the extent permitted under
the Placing Agreement, waived by the Joint Bookrunners) by the relevant time
or date specified in the Placing Agreement (or such later time or date as the
Company and the Joint Bookrunners may agree), or (b) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and
each Placee's rights and obligations hereunder shall cease and terminate at
such time and no claim may be made by a Placee in respect thereof.
Neither the Company, nor the Joint Bookrunners nor any of their respective
Affiliates shall have any liability to any Placees (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 in the Placing Agreement 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 the Company
and/or the Joint Bookrunners.
By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Rights to terminate under the Placing Agreement" and will not be
capable of rescission or termination by the Placee after confirmation (oral or
otherwise) by a Joint Bookrunner.
Rights to terminate under the Placing Agreement
The Joint Bookrunners may, at any time before Admission, terminate their
obligations under the Placing Agreement by giving notice to the Company if,
inter alia:
1. the application for Admission and/or the
Company's application to Euroclear for the Placing Shares to be admitted as
participating securities in CREST is withdrawn by the Company and/or refused
by the London Stock Exchange or Euroclear (as appropriate);
2. it shall come to the notice of either Joint
Bookrunner that any statement contained in this Announcement or certain of the
other documents issued in relation to the Placing is or has become untrue or
incorrect or misleading, or any matter has arisen which would constitute a
material omission from this Announcement or such other documents;
3. there has been a breach by the Company of any of
the warranties in the Placing Agreement;
4. there has been a breach by the Company of its
obligations under the Placing Agreement which, in the good faith opinion of
the Joint Bookrunners, is material in the context of the Placing and/or
Admission;
5. in the good faith opinion of the Joint
Bookrunners, a material adverse change in respect of the group has occurred;
or
6. there has occurred certain market disruption or
force majeure events; or
7. any of the conditions in the Placing Agreement
has not been satisfied or (to the extent capable of being waived) waived by
the Joint Bookrunners by the date specified therein (or such later time and/or
the date as the Company and the Joint Bookrunners may agree).
Upon termination, the Company and the Joint Bookrunners shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that the exercise by the
Joint Bookrunners of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of the Joint
Bookrunners (acting in good faith where required) and that the Joint
Bookrunners will not need to make any reference to, consult with or seek
consent from the Placees in this regard and the Joint Bookrunners and the
Company (or the Company's directors, officers or employees) shall not have any
liability whatsoever to the Placees in connection with any such exercise or
failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared, submitted or
approved by the FCA in relation to the Placing and no such prospectus is
required to be published and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and any information
published by or on behalf of the Company by notification to a Regulatory
Information Service prior to the publication of this Announcement and subject
to the further terms set forth in the trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to the Joint Bookrunners and the Company that it has neither
received nor relied on any information, representation, warranty or statement
made by or on behalf of the Joint Bookrunners or any of their respective
Affiliates, any persons acting on their behalf or the Company and neither of
the Joint Bookrunners nor any of their respective Affiliates, nor any persons
acting on behalf of the foregoing, nor the Company will be liable for the
decision of any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons).
By participating in the Placing, each Placee acknowledges, and agrees with the
Joint Bookrunners, for itself and as agent for the Company that it has relied
on its own investigation of the business, financial or other position of the
Company in deciding to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Restriction on further issue of securities
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and 180 calendar days after the date of Admission, it
will not, without the prior written consent of the Joint Bookrunners, directly
or indirectly allot or issue Ordinary Shares, subject to customary exceptions
agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to consent to waive the undertaking by the Company of
a transaction which would otherwise be subject to such undertaking shall be
within the absolute discretion of the Joint Bookrunners, and that they do not
need to make any reference to, consult with, or seek consent from, Placees and
that the Joint Bookrunners shall have no liability to Placees whatsoever in
connection with any such exercise (or failure to exercise) of the power to
grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: IM00BF0FMG91)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 14 June
2024 unless otherwise notified by the Joint Bookrunners. The Joint Bookrunners
reserve the right to require settlement for and delivery of the Placing Shares
to Placees by such other means that they deem necessary, if delivery or
settlement is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place with the
Joint Bookrunners stating the number of Placing Shares allocated to it, the
Placing Price, the aggregate amount owed by such Placee to the Joint
Bookrunners and settlement instructions. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated settlement
instructions that it has in place with the Joint Bookrunners.
A Placee's entitlement to receive any Placing Shares under the Placing will be
conditional on the Joint Bookrunners' receipt of payment in full for such
Placing Shares by the relevant time to be stated in the written confirmation
referred to above, or by such later time and date as the Joint Bookrunners and
the Company may in their absolute discretion determine, or otherwise in
accordance with that confirmation's terms.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations: (a) the Company may release itself (if it decides in its absolute
discretion to do so) and will be released from all obligations it may have to
issue any such Placing Shares to such Placee or at its direction which are
then unissued; (b) the Company may exercise all rights of lien, forfeiture and
set-off over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and to the
extent that such Placee then has any interest in or rights in respect of any
Placing Shares; (c) the Company or the Joint Bookrunners may sell (and all of
them are irrevocably authorised by such Placee to do so) all or any Placing
Shares on such Placee's behalf and then retain from the proceeds, for the
account and benefit of the Company or, where applicable, the Joint Bookrunners
(i) any amount up to the total amount due to it as, or in respect of,
subscription monies, or as interest on such monies, for any Placing Shares,
(ii) any amount required to cover any stamp duty or stamp duty reserve tax
(together with any interest or penalties) arising on the sale of such Placing
Shares on such Placee's behalf, and (iii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it in respect
of such sale; and (d) such Placee shall remain liable to the Company (and to
the Joint Bookrunners as applicable) for the full amount of any losses or
shortfall and of any costs which it may suffer or incur as a result of it (i)
not receiving payment in full for such Placing Shares by the required time,
and/or (ii) the sale of any such Placing Shares to any other person at
whatever price and on whatever terms actually obtained for such sale by or for
it. By communicating a bid for Placing Shares, each Placee confers on the
Joint Bookrunners all such authorities and powers necessary to carry out any
such sale under this paragraph and agrees to ratify and confirm all actions
which the Joint Bookrunners lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to stamp duty or
stamp duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the issue of the
Placing Shares, neither the Joint Bookrunners nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations and Warranties
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents and agrees (as the case may be) with the Company and
each Joint Bookrunner, in each case as a fundamental term of its application
for Placing Shares, that:
1. it has read and understood this Announcement
(including this Appendix) in its entirety and acknowledges that its
participation in the Bookbuild and the Placing will be governed by the terms
and conditions of the Placing as referred to and included in this Announcement
(including this Appendix);
2. no prospectus or offering document has been or
will be prepared in connection with the Placing and that it has not received
and will not receive a prospectus or other offering document in connection
with the Placing or the Placing Shares;
3. the Placing does not constitute a recommendation
or financial product advice and the Joint Bookrunners have not had regard to
its particular objectives, financial situation or needs;
4. (a) the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance with the
rules and practices of the London Stock Exchange and Regulation (EU) No.
596/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended ("UK MAR") (collectively "Exchange
Information"), 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 or
comparable information concerning any other publicly traded company without
undue difficulty; and (b) it has had access to such financial and other
information (including business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing and the
Placing Shares) concerning the Company, the Placing and the Placing Shares as
it has deemed necessary in connection with its own investment decision to
acquire any of the Placing Shares;
5. it has made its own assessment of the Company,
the Placing Shares and the terms and conditions of the Placing 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 has satisfied itself
that the information is still current;
6. it will indemnify on an after-tax basis and hold
harmless each of the Company, the Joint Bookrunners, their respective
Affiliates and any person acting on behalf of any of the foregoing from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Announcement (including this Appendix) and agrees that the provisions of
this Announcement including this Appendix shall survive after completion of
the Placing;
7. neither of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on behalf of any of the foregoing
has provided, and none of them will provide it with, any material or
information regarding the Placing Shares or the Company; nor has it requested
that the Joint Bookrunners nor any of their respective Affiliates nor any
person acting on their behalf to provide it with any such material or
information;
8. the content of this Announcement is exclusively
the responsibility of the Company and that neither of the Joint Bookrunners
nor any of their respective Affiliates nor any person acting on behalf of any
of the foregoing will be responsible for or shall have any liability for any
information, representation or statement relating to the Company contained in
this Announcement or any information previously or subsequently published by
or on behalf of the Company (including, without limitation, the Exchange
Information) and neither of the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on behalf of any of the foregoing will be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing to subscribe for Placing Shares is the information
contained in this Announcement and any Exchange Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and that it has relied on its own investigation with
respect to the Placing Shares and the Company in connection with its decision
to subscribe for Placing Shares and acknowledges that it is not relying on any
investigation that the Joint Bookrunners, any of their respective Affiliates
or any person acting on behalf of any of the foregoing may have conducted with
respect to the Placing Shares or the Company and its Affiliates and none of
such persons has made any representations to it, express or implied, with
respect thereto;
9. in making any decision to acquire Placing Shares:
(a) it has such knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for Placing Shares; (b) 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; (c) it has had sufficient time and access to
information to consider and conduct its own investigation with respect to the
offer and subscription for Placing Shares, including the tax, legal and other
economic considerations; (d) 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; and (e) it will not look
to the Company, the Joint Bookrunners, any of their respective Affiliates, or
any person acting on behalf of any of the foregoing, for all or part of any
such loss or losses it may suffer;
10. it has not relied on any confidential price
sensitive information concerning the Company in making its investment decision
to participate in the Placing and is not purchasing the Placing Shares on the
basis of material non-public information or inside information (as defined
under UK MAR);
11. it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares it has agreed to subscribe for
and acknowledges, agrees and undertakes that it (and any person acting on its
behalf) will pay the total subscription amount for the Placing Shares
allocated to it in accordance with the terms of this Announcement by the due
time and date set out in this Announcement or any trade confirmation issued
pursuant to this Announcement, failing which the relevant Placing Shares may
be placed with other placees or sold at such price as the Joint Bookrunners
determine and without liability to such Placee, and it will remain liable for
any amount by which the net proceeds of such sale falls short of the product
of the Placing Price and the number of Placing Shares allocated to it and may
be required to bear any costs, commissions, stamp duty or stamp duty reserve
tax or other similar taxes (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placing Shares on its behalf;
12. it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint Bookrunners,
their respective Affiliates or any person acting on behalf of any of the
foregoing and understands that (a) neither of the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on behalf of any of the
foregoing has or shall have any liability for public information or any
representation; (b) neither of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on behalf of any of the foregoing
has or shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date of this
Announcement or otherwise; and (c) neither of the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on behalf of any of the
foregoing makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the date of
this Announcement or otherwise;
13. (a) it is entitled to acquire Placing Shares under
the laws and regulations of all relevant jurisdictions which apply to it; (b)
it has fully observed such laws and regulations and obtained all such
governmental and other guarantees and other consents and authorities
(including, without limitation, in the case of any person on whose behalf it
is acting, all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement (including this Appendix)) which may
be required thereunder and has complied with all necessary formalities; (c) it
has all necessary capacity and authority and is entitled to commit to
participation in the Placing and to perform its obligations in relation
thereto and will honour such obligations, and to make the representations and
agreements contained in this Appendix; (d) it has paid any issue, transfer or
other taxes due in connection with its participation in the Placing in any
territory; (e) it has not taken any action which will or may result in the
Company, or the Joint Bookrunners or any of their respective Affiliates or any
person acting on behalf of any of the foregoing being in breach of the legal
and/or regulatory requirements of any territory in connection with the
Placing; and (f) if it is a pension fund or investment company it is aware of,
and it is in full compliance with, all applicable laws and regulations with
respect to its subscription for Placing Shares;
14. it (and any person who it is acting on behalf of) is
outside of the United States and is otherwise acquiring the Placing Shares in
an "offshore transaction" meeting the requirements of Regulation S under the
Securities Act;
15. it is not, and any person who it is acting on behalf
of is not, and at the time the Placing Shares are subscribed will not be, a
resident of, or with an address in any Restricted Jurisdiction, 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 any
Restricted Jurisdiction and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
16. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or indirectly, in
whole or in part, in or into any Restricted Jurisdiction;
17. if it is a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation, (a) the Placing Shares
purchased by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the EEA other than "qualified
investors" within the meaning of Article 2(e) of the EU Prospectus Regulation
or in circumstances in which the prior consent of the Joint Bookrunners has
been given to the offer or resale, or (b) where the Placing Shares have been
subscribed for by it on behalf of persons in any member state of the EEA other
than "qualified investors" within the meaning of Article 2(e) of the EU
Prospectus Regulation, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;
18. if it is a financial intermediary, as that term is
used in Article 5(1) of the UK Prospectus Regulation, (a) the Placing Shares
purchased 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 UK other than Relevant Persons or in circumstances
in which the prior consent of the Joint Bookrunners has been given to the
offer or resale, or (b) where the Placing Shares have been subscribed for by
it on behalf of persons in the UK other than Relevant Persons, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
19. it has not offered or sold and will not offer or
sell any Placing Shares to the public in the United Kingdom or any member
state of the EEA 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 in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or an offer to
the public in a member state of the EEA within the meaning of the EU
Prospectus Regulation;
20. it has not been engaged to subscribe for the Placing
Shares on behalf of any other person who is not a qualified investor (within
the meaning of Article 2 of the UK Prospectus Regulation) unless the terms on
which it is engaged enable it to make decisions concerning the acceptance of
offers of transferable securities on the client's behalf without reference to
the client as described in section 86(2) of FSMA;
21. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which it is permitted to do so pursuant to section 21 of FSMA and it
acknowledges and agrees that this Announcement has not been approved by either
of the Joint Bookrunners in their capacity as authorised persons under section
21 of FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as a financial promotion by an authorised
person;
22. it is aware of, has complied with and will comply
with all applicable laws with respect to anything done by it, or on its
behalf, in relation to the Placing Shares (including, without limitation, all
relevant provisions of FSMA and the Financial Services Act 2012) in respect of
anything done in, from or otherwise involving the United Kingdom;
23. it is aware of and has complied with its obligations
in connection with money laundering and terrorist financing under the Proceeds
of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and 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") and, if it is 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
Money Laundering Regulations, and its application is only made on the basis
that it accepts full responsibility for any requirement to verify the identity
of its clients and other persons in respect of whom it has applied and
recorded by it to verify the identity of the third party as required by the
applicable law;
24. if in the United Kingdom, it is a "qualified
investor" within the meaning of Article 2(e) of the UK Prospectus Regulation
and (a) has professional experience in matters relating to investments falling
within the definition of "investment professionals" in Article 19(5) of the
Order, (b) high net worth entities falling within Article 49(2)(a) to (d) of
the Order, or (c) is a person to whom this Announcement may otherwise lawfully
be communicated;
25. if in the United Kingdom, unless otherwise agreed
with the Joint Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business
Sourcebook;
26. if in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(e) of the EU Prospectus Regulation;
27. 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;
28. 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;
29. if it has received any confidential price sensitive
information (including inside information as defined under UK MAR) about the
Company in advance of the Placing, it has not: (a) dealt in the securities of
the Company; (b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any person
except as permitted under applicable law, prior to the information being made
publicly available;
30. it is aware of its obligations regarding insider
dealing, including, without limitation, as contained within in the Criminal
Justice Act 1993 and UK MAR, and confirms that it has and will continue to
comply with those obligations;
31. neither the Joint Bookrunners, nor any of their
respective Affiliates nor any person acting on behalf of any of the foregoing
is making any recommendations to it or advising it regarding the suitability
or merits of any transaction it may enter into in connection with the Placing,
and that neither the Joint Bookrunners, nor any of their respective Affiliates
nor any person acting on behalf of any of the foregoing has any duties or
responsibilities to it for providing advice in relation to the Placing or in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or performance of any
of the Joint Bookrunners' rights and obligations thereunder, including any
right to waive or vary any condition or exercise any termination right
contained therein;
32. it irrevocably appoints each of the Joint
Bookrunners and any of their respective duly authorised officers as its agent
for the purposes 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 agreed to be taken up by it under
the Placing;
33. that any person who confirms to the Joint
Bookrunners on behalf of a Placee an agreement to subscribe for Placing Shares
and/or who authorises the Joint Bookrunners to notify the Placee's name to the
Company's registrar, has authority to do so on behalf of the Placee;
34. the agreement to settle each Placee's allocation of
Placing Shares (and/or the allocation of a person for whom it is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to an acquisition by it and/or such person direct
from the Company of the Placing Shares in question. Such agreement assumes
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable and the Placee agrees that it shall be responsible
for such stamp duty or stamp duty reserve tax, and acknowledges that neither
the Company nor the Joint Bookrunners will be responsible. If this is the
case, the Placee should take its own advice and notify the Joint Bookrunners
accordingly;
35. that it, or the person specified by it for
registration as a holder of the Placing Shares, will be liable for any stamp
duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto), if any, payable on acquisition of any of the
Placing Shares or the agreement to subscribe for the Placing Shares and
acknowledges and agrees that none of the Joint Bookrunners, the Company, any
of their respective Affiliates or any person acting on behalf of any of the
foregoing will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to participate in the
Placing, and agrees to indemnify the Company and the Joint Bookrunners on an
after-tax basis in respect of the same, on the basis that the Placing Shares
will be allotted to the CREST stock account of Stifel or Zeus who will hold
them as nominee on behalf of such Placee until settlement in accordance with
its standing settlement instructions;
36. the Placing Shares will be issued subject to the
terms and conditions set out in this Announcement (including this Appendix);
37. in order to ensure compliance with the Money
Laundering Regulations, each of the Joint Bookrunners (for itself and as agent
on behalf of the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the provision to the
Joint Bookrunners or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the Joint Bookrunners' absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form, may be retained
at the Joint Bookrunners' or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners (for themselves and as agent
on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, the Joint Bookrunners 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;
38. when a Placee or any person acting on behalf of the
Placee is dealing with either of the Joint Bookrunners, any money held in an
account with the relevant Joint Bookrunners on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA made under
FSMA. 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 the relevant Joint Bookrunner's money in
accordance with the client money rules and will be used by the relevant Joint
Bookrunner in the course of its business; and the Placee will rank only as a
general creditor of the relevant Joint Bookrunner;
39. time is of the essence as regard its obligations in
respect of its participation in the Placing under these terms and conditions;
40. the basis of allocation will be determined by the
Company in its absolute discretion in consultation with the Joint Bookrunners.
The right is reserved to reject in whole or in part and/or scale back any
participation in the Placing;
41. it irrevocably authorises the Company and the Joint
Bookrunners to produce this Announcement (including this Appendix) pursuant
to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth in this Announcement (including this
Appendix);
42. its commitment to subscribe for Placing Shares on
the terms set out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may in future be made to the terms or
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
conduct of the Placing;
43. each of the Joint Bookrunners, and their respective
Affiliates, acting as an investor for its or their own account(s) may
subscribe for and/or purchase Placing Shares and, in that capacity may retain,
purchase, offer to sell or otherwise deal for its or their own account(s) in
the Placing Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise. Accordingly,
references in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their respective Affiliates acting as investors for their own
account(s). Each Placee further acknowledges that the Joint Bookrunners and
their respective Affiliates may enter into financing arrangements and swaps
with investors in connection with which the Joint Bookrunners and any of their
respective Affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither the Joint
Bookrunners nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
44. each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided various
investment banking, financial advisory transactions and services in the
ordinary course of their business with the Company and/or its Affiliates for
which they would have received customary fees and commissions, and each of the
Joint Bookrunners and their respective Affiliates may provide such services to
the Company and its Affiliates in the future;
45. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of securities being offered) is not any indication or assurance
that the book will remain covered or that the transaction and securities will
be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve
the right to take up a portion of the securities in the Placing as a principal
position at any stage at their sole discretion, inter alia, to take account of
the Company's objectives, MiFID II requirements and/or their allocation
policies;
46. neither the Company nor the Joint Bookrunners owes
any fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, representations, warranties, undertakings or
indemnities in the Placing Agreement;
47. if it is subscribing for the Placing Shares as a
fiduciary or agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts
and it is and will remain liable to the Company and the Joint Bookrunners 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). Each Placee
agrees that the provisions of this paragraph will survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;
48. its participation in the Placing, these terms and
conditions and any contractual or non-contractual obligations arising out of,
or in relation to thereto, shall be governed by and construed in accordance
with English law and that the courts of England shall have exclusive
jurisdiction to hear and decide any proceedings which may arise out of or in
connection with these terms and conditions, except that enforcement
proceedings in respect of the Placee's obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Joint Bookrunners or the Company in any jurisdiction; and
49. the Company, the Joint Bookrunners and others will
rely upon the truth and accuracy of the foregoing agreements,
acknowledgements, representations, warranties, agreements and undertakings
which are given to the Joint Bookrunners (for their own benefit and, where
relevant, the benefit of their respective Affiliates) and the Company and are
irrevocable.
No claim shall be made against the Company, the Joint Bookrunners or their
respective Affiliates or any other person acting on behalf of any of the
foregoing by a Placee to recover any damage, cost, charge or expense which it
may suffer or incur by reason of or arising from the carrying out by it of the
work to be done by it pursuant to this Announcement or the performance of its
obligations pursuant to this Announcement or otherwise in connection with the
Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on
an after-tax basis and to hold harmless the Company and the Joint Bookrunners
in the event that either of the Company and/or either of the Joint Bookrunners
has incurred any such liability to stamp duty or stamp duty reserve tax.
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 UK 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.
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any such changes.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Joint
Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in which the funds
are managed or owned.
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