REG - Tekmar Group PLC - Update on FSP, Strategic Investment and Fundraise
31/03/2023 07:00
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RNS Number : 8585U Tekmar Group PLC 31 March 2023
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For immediate release
31 March 2023
Tekmar Group plc
("Tekmar", the "Group" or the "Company")
Proposed strategic equity investment by SCF
Fundraise to raise up to approximately £7.275 million
Further £18 million of proposed Convertible Loan Notes to be made available
by SCF
Proposed issue of a further 4,075,788 Management Shares
Approval of waiver of obligations under Rule 9 of the Takeover Code
Introduction
Tekmar Group plc (AIM: TGP), a leading provider of technology and services for
the global offshore energy markets, today announces a proposed subscription,
placing and retail offer to raise up to £7.275 million through the issue of
up to 80,838,791 new ordinary shares of 1 pence each in the capital of the
Company ("Ordinary Shares") at 9 pence per share (the "Issue Price").
SCF-IX L.P and a proposed director, Steve Lockard, will provide a strategic
investment into the Company by:
· an initial subscription for 47,505,458 new Ordinary Shares (the
"Subscription Shares") at the Issue Price to raise approximately £4.275
million (before expenses) (the "Subscription"); and
· the creation of a Convertible Loan Note Instrument (the "Convertible
Loan Note") for the issuance of up to £18 million principal of Convertible
Loan Notes, that SCF-IX L.P may subscribe for over a subscription period of up
to three years following the creation of the Convertible Loan Note Instrument.
· The initial subscription and the issuance of the Subscription
Shares and the creation and issuance of Conversion Shares arising from the
Convertible Loan Notes are both conditional on the approval of the Company's
Shareholders to waive the obligation for SCF-IX L.P. and Steve Lockard to make
a general offer under Rule 9 of the Takeover Code in cash for the Company's
Ordinary Shares.
The Convertible Loan Note is intended to provide the Company with funding for
the primary purpose of financing acquisition-led growth although is also
available to finance significant organic growth initiatives that are
consistent with the Group's strategic plan. Accordingly, the Convertible Loan
Note Instrument is an effective mechanism of providing medium-term visibility
of funding for the Company and creates a "war-chest" to be deployed as and
when appropriate acquisition opportunities are identified. The intention is
for SCF-IX L.P to subscribe for Convertible Loan Notes only as a funding
mechanism in support of such growth opportunities.
SCF Partners has been chosen as the preferred partner to provide new capital
investment, following a review of the proposals received since the
commencement of the Company's strategic review and formal sale process on 13
June 2022. During this time, SCF Partners and the Company have developed a
shared vision to transform Tekmar as an offshore wind services platform
business with a global footprint, through both accelerated organic growth and
acquisitions.
The Directors believe that this strategic investment not only provides the
necessary support to the Company's balance sheet, but also offers the
opportunity for Tekmar to strengthen its competitive market position and
secures strategic commitment from an institutional investor with a recognised
track record of building businesses in the energy industry who will also bring
considerable value to the Board through the appointments of Steve Lockard and
Colin Welsh as directors. Further details on the strategic investment and SCF
Partners are included below.
Alongside the Subscription, the Company is conducting a placing via an
accelerated bookbuild process of 22,222,222 new Ordinary Shares (the "Placing
Shares") at the Issue Price to raise approximately £2.0 million (before
expenses) (the "Placing").
Tekmar also intends to carry out a separate offer of new Ordinary Shares via
the BookBuild platform (the "Retail Shares") at the Issue Price to raise up to
£1.0 million (before expenses) (the "Retail Offer") (together with the
Placing and the Subscription, the "Fundraise") to provide existing retail
shareholders in the United Kingdom with an opportunity to participate in
Tekmar's fundraising plans. A separate announcement will be made shortly
regarding the Retail Offer and its terms. For the avoidance of doubt, the
Retail Offer is not part of the Placing.
Use of proceeds
The Directors believe that cash proceeds from the issue of the New Ordinary
Shares will provide the necessary balance sheet strength as the business
transitions to sustained profitable growth, alongside investment to capitalise
on organic growth opportunities.
It is proposed that up to £5 million of the net proceeds of the Fundraise
will be applied to strengthening the Group's balance sheet and to provide a
minimum cash headroom through FY23 with the excess being used to provide
additional working capital to support new contract deployment, to invest in
the Company's R&D and technology roadmap and to support ongoing
operational efficiency improvements.
Highlights
· The Fundraise will result in the Company raising total gross
proceeds of up to approximately £7.275 million through the issue of up to
80,838,791 new Ordinary Shares at the Issue Price
· The Issue Price represents a premium of approximately 2.3 per
cent. to the closing middle market price of 8.80 pence per Ordinary Share on
30 March 2023, being the latest practicable date prior to the publication of
this announcement (this "Announcement").
o the Issue Price is based on the 50-day moving average price of Ordinary
Shares up to the day before the announcement by the Company on 17 November
2022 that it had entered into a period of exclusivity with a strategic
investor to explore a possibility for a significant investment into the
Company.
· The New Ordinary Shares, assuming full take-up, will represent
approximately 139.3 per cent. of the existing issued share capital of the
Company (the "Existing Ordinary Shares").
· On Admission, the Concert Party (which comprises SCF Partners,
SCF-IX L.P and Steve Lockard) will hold 47,505,458 Ordinary Shares,
representing 32.6 per cent. of the voting rights of the Enlarged Ordinary
Share Capital (assuming full take-up of the Retail Offer) and could hold,
following the Subscription and issuance and conversion of all of the
Convertible Loan Notes (including the capitalisation of all interest which
could accrue on the Convertible Loan Notes), a maximum of 233,712,355 Ordinary
Shares, representing a maximum of 70.4 per cent. of the Further Enlarged
Ordinary Share Capital. The Takeover Panel has agreed to waive the requirement
for the Concert Party to make a general offer under Rule 9 of the Takeover
Code for Ordinary Shares not owned by the Concert Party, subject to the Rule 9
Waiver Resolution (to be set out in the notice convening a general meeting of
the Company) being passed on a poll of the Independent Shareholders (the "Rule
9 Waiver").
· The Proposals (being, the Subscription, the creation of the
Convertible Loan Note Instrument, the issue of Convertible Loan Notes, the
Rule 9 Waiver, the issue of the Management Shares, the Placing and the Retail
Offer) are conditional upon, amongst other things, approval of the Company's
ordinary shareholders (the "Shareholders") to be sought at the general meeting
of the Company proposed to be held at the offices of the Company, Innovation
House, Centurion Way, Darlington, DL3 0UP at 10.30 a.m. on 19 April 2023 (the
"General Meeting").
· Following completion of the Proposals, it is proposed that Steve
Lockard and Colin Welsh will be invited to join the Board of Tekmar, subject
to the completion of customary due diligence by the Company's nominated
adviser.
· The Placing is being conducted by way of an accelerated bookbuild
(the "Bookbuilding Process") and is subject to the terms and conditions set
out in Appendix I to this Announcement.
· The Subscription, Placing and Retail Offer are not being
underwritten nor is any part of the Placing subject to clawback from the
Retail Offer.
· The Placing is not conditional on the Subscription being
completed.
Rule 9 Waiver
The Takeover Panel has been consulted and has agreed to waive the requirement
for the Concert Party to make a general offer under Rule 9 of the Takeover
Code in cash for Ordinary Shares in the Company which might otherwise arise as
a result of the issue of the Subscription Shares and the Conversion Shares,
subject to the Rule 9 Waiver Resolution (as set out in the notice convening
the General Meeting) being passed on a poll of the Independent Shareholders.
To be passed, the Rule 9 Waiver Resolution will require a simple majority of
the votes cast by the Independent Shareholders to be in favour.
Immediately following completion of the Proposals, the members of the Concert
Party will be interested in shares carrying more than 30% of the voting rights
of the Company but will not hold shares carrying more than 50% of the voting
rights of the Company. For so long as they continue to be acting in concert,
any increase in their aggregate interest in shares will be subject to the
provisions of Rule 9.
The exercise by the members of the Concert Party of the conversion rights of
the Convertible Loan Notes described above would normally trigger an
obligation for an offer to be made under Rule 9. However, the Panel has agreed
to waive this obligation such that there will be no requirement for an offer
to be made in respect of the exercise of such conversion rights subject to the
passing of the Rule 9 Waiver Resolution.
Related Party Transaction
Derek Bulmer, Non-Executive Director, who tendered his resignation as Group
Chief Financial Officer with effect from 1 December 2022 and will step down
from the Board on 31 March 2023, has been awarded a bonus of unapproved share
options over 1,000,000 Ordinary Shares, which will vest in two equal tranches
on dates that are 18 months and 36 months after completion of the Proposals,
in recognition of his service during the past year and support during the
strategic review and formal sale process. This bonus to Derek Bulmer is deemed
to be a related party transaction under Rule 13 of the AIM Rules.
The Independent Directors, (being the Directors other than Derek Bulmer)
consider, having consulted with the Company's nominated adviser, SCM Advisory,
that the terms of this related party transaction are fair and reasonable
insofar as the Shareholders are concerned.
Management arrangements
The Company is also proposing to issue a further 4,075,788 new Ordinary Shares
to certain members of the senior management team, including Alasdair MacDonald
the Group Chief Executive Officer, in settlement of part of their annual bonus
payments (the "Management Shares").
In addition, in order to secure the retention of key members of the Senior
Management Team, it is intended to make management share option awards in lieu
of the Company's LTIP awards for the financial year 2022, which are not able
to vest, conditional upon completion of the Proposals. These awards, which
will be outside of the Company's normal LTIP arrangements, will vest over a
three-year period in equal tranches at each anniversary of the original grant
and will only vest if the relevant recipient is still employed by the Group at
each vesting point. Alasdair MacDonald will receive an award of, in aggregate,
unapproved share options over 2,427,600 Ordinary Shares and other members of
the Senior Management Team will receive awards of, in aggregate, unapproved
share options over 1,829,566 Ordinary Shares.
Capitalised terms used in this announcement (including the appendices (the
"Appendix" and together, this "Announcement")) have the meanings given to them
in the section headed "Definitions" at the end of this Announcement, unless
the context provides otherwise.
Enquiries:
Tekmar Group plc +44 (0) 1325 379 520
Alasdair MacDonald (Chief Executive Officer)
Leanne Wilkinson (Interim Chief Financial Officer)
Singer Capital Markets (Nominated Adviser, Sole Bookrunner and Joint Financial +44 (0) 20 7496 3000
Adviser)
Rick Thompson / George Tzimas / Alex Emslie
Bamburgh Capital Limited (Rule 3 Adviser and Joint Financial Adviser) +44 (0) 131 376 0901
Murdo Montgomery / Richard Evans / Alex Clarkson
Reasons for the Proposals
The Directors continue to see positive medium-to-long term prospects for the
business but also recognise that ongoing industry headwinds continue to
challenge the Group's transition to profitability. The results for the year
ended 30 September 2022 highlight this challenge, with the Group reporting an
Adjusted EBITDA loss of £2.1 million. Whilst the business delivered a better
performance for the second half of the year with a much reduced loss at the
Adjusted EBITDA level, the Board does not expect the business to return to
profitability at the Adjusted EBITDA level for the whole of the year ending 30
September 2023.
In view of this extended transition to profitability, the Group is expected to
continue to absorb cash throughout 2023 at a time when the Group's available
banking facilities are expected to be fully utilised to meet its normal
working capital obligations. With these constraints, and a net cash position
of only £1.5 million as at 30 September 2022, the Board recognises that its
working capital position could be put under pressure with any delays in
significant customer payments. Therefore, to address these clear liquidity
risks, the Board has concluded that it remains in the best interests of
Shareholders for the Company to source new capital to strengthen its balance
sheet. The Board also considers that a stronger balance sheet is essential to
provide the working capital headroom to support the deployment of new
contracts that will drive profitable growth.
The Board recognises that save for the continued support of its existing
banking relationships, that existing cash resources could materially deplete
if the Proposals are not completed. The Group meets its day-to-day working
capital requirements through reliance on its available banking facilities
which includes a CBILS loan of £3.0m, currently available to 31 October 2023,
and a trade loan facility of up to £4.0m that can be drawn against supplier
payments, currently available to 15 July 2023. The latter was provided with
support from UK Export Finance due to the nature of the business activities
both in renewable energies and in driving growth through export led
opportunities. If these facilities are not renewed and if the Proposals were
not completed, the Group would have to take a number of actions designed to
avoid the cash deficit that would arise and there would be a material
uncertainty which may cast doubt on the Group's ability to continue as a going
concern.
On 13 June 2022, the Directors announced a strategic review, including a
formal sale process, to secure a suitable partner to restore value creation
for Shareholders and on 17 November 2022, the Board announced it had entered a
period of exclusivity with a global institutional investor in the energy
sector. The proposal being considered not only provided immediate capital to
strengthen the balance sheet but would also provide future funding for the
Company to follow an ambitious plan for growth, both organically and by
acquisition.
The Company has agreed a strategic equity investment by SCF and Steve Lockard,
which subject to Shareholder approval at the General Meeting, SCF and Steve
Lockard will invest up to approximately £22.3 million in cash through an
initial cash investment of £4.275 million through the Subscription and the
establishment of an £18 million Convertible Loan Note issuance programme.
Alongside this initial investment by the Concert Party, the Company is also
conditionally raising up to approximately £3.0 million from existing
Shareholders through a proposed Placing of approximately £2.0 million and a
proposed Retail Offer of up to £1.0 million.
The Board believes that SCF is a valuable and highly complementary partner for
Tekmar. In addition to financial investment, SCF and the Company have
developed a shared vision to use Tekmar as a platform to build a globally
pre-eminent offshore wind services business covering engineering and
construction ("CAPEX") and operational services, focused on multi-platform
inspection, maintenance and repair in extreme environments ("OPEX"). This
platform will focus on delivering value-added engineering and technology led
services to the offshore wind market across the project lifecycle. As a
maturing industry, there is a clear opportunity in offshore wind to create a
stronger supply chain services business that builds on Tekmar's existing
industry leadership in a market that exhibits high structural barriers to
entry. The Directors believe that investing in building this platform
strengthens the Company's competitive market position as a stronger partner
with developers and OEMs with the aim of generating consistent and enhanced
economic returns for Shareholders.
SCF has completed its due diligence process on the Group and shares the
Board's confidence in the Company's organic growth strategy, the size of the
market opportunity and the valuation upside potential of scaling Tekmar's
market leading position through complementary M&A. In developing this
shared vision, SCF and the Board have an ambition (the "Value Creation
Strategy") to transform Tekmar as a wind services platform business with a
global footprint, through both accelerated organic growth and acquisitions.
The significant investment capacity from SCF of £18 million in Convertible
Loan Notes is intended to be invested in support of the growth ambition, both
organically and to fund the buy and build strategy. As part of this
commitment, SCF is investing in the Company and supporting the existing
management team, led by Alasdair MacDonald, to drive this transformational
plan. In addition to SCF's investment, the Tekmar Board will be further
strengthened by the addition of Steve Lockard and Colin Welsh as directors and
representatives of SCF. Further details on the respective backgrounds of the
Proposed Directors and the considerable value they bring through their
industry expertise are set out further below.
In addition to strengthening the Board with the above appointments, the Senior
Management Team will continue to be strengthened as the business grows and
subject to completion of the Proposals it is intended to appoint Bill Boyle as
Chief Commercial Officer to support the delivery of our strategic plans,
commercial discipline and project management. Bill Boyle brings over 30 years
of experience in senior management roles in the offshore energy sector,
including positions at Subsea 7, Clough, Forum Energy Technologies, and
Oceaneering.
Key to the Value Creation Strategy is to prioritise the Group returning to a
base level of profitability, such that the day-to-day operational requirements
of the business are self-funded through the Group's cash flows. From this
secure base, a complementary "buy and build" strategy can be undertaken, from
the foundation of Tekmar's existing portfolio, to build a focused but more
diversified group covering a wider range of offshore renewable energy and
subsea products and services with a global footprint.
Prior to recommending the strategic investment from SCF together with the
proposed Placing and proposed Retail Offer with Shareholders, the Board
considered a number of alternative means of protecting and realising
shareholder value, including possible asset disposals and the potential sale
of the Group to a third party. Securing the proposed strategic partnership
with an industry partner of SCF's calibre presents a number of clear
advantages over these alternative options including:
· SCF is recognised as a major investor in the global energy sector
and has an exceptional track record of delivering value for Shareholders;
· in supporting the delivery of the Value Creation Strategy, SCF
brings complementary strategic perspectives, expertise, industry networks,
access to M&A opportunities and operational and deal execution support
capability to Tekmar for the benefit of all Shareholders;
· by continuing to trade on AIM, existing Shareholders can share in
the potential success of the Value Creation Strategy and the significant
growth opportunity anticipated in the Offshore Wind market;
· the strategic investment from SCF avoids the potential break-up
of Tekmar, where the Company has created a balanced portfolio of businesses
through acquisition since its IPO in 2018, including the Pipeshield business
which has provided a positive contribution to the Group since its acquisition
in October 2019 and is anticipated to continue to do so as the Group returns
to profitability;
· the strategic investment by SCF concludes the strategic review
and the formal sale process providing confidence to Tekmar's customers and
broader commercial relationships;
· importantly, the strategic investment by SCF provides continuity
to stakeholders maintaining Tekmar as an independent, publicly traded company
focused on the provision of its core services in its target markets; and
· for employees, it will provide greater security and certainty
over the future, with significant investment anticipated to grow the Group
from its locations in the north-east and elsewhere across the UK.
SCF shares the Board's belief that there are significant benefits in utilising
the AIM quotation to support the Value Creation Strategy. These include that:
· AIM is designed to be a supportive environment for growth
companies to achieve their business strategies and readily facilitates
syndication of growth funding opportunities with other Shareholders and
investors;
· publicly traded shares may be used as a currency to help finance
M&A; and
· publicly traded shares may be used to incentivise future
management performance, including management teams of acquired businesses.
In the opinion of the Board the structure of the strategic investment, as
proposed, has the advantages of:
· establishing SCF as a significant shareholder and strategic
partner to the Group through the issue of the Subscription Shares;
· providing significant cash resources to support M&A, with SCF
as a lead investor, by creating a "war-chest" to be deployed as and when
appropriate acquisition opportunities are identified;
· using the Convertible Loan Note instrument is an effective
mechanism of providing medium-term visibility of funding; and
· promoting alignment with existing Shareholders' interests by
offering the opportunity to invest alongside SCF.
Overall, the Board believes the strategic investment from SCF is
transformational for Tekmar's commercial standing by significantly
strengthening its balance sheet and securing a strategic commitment from an
institutional investor with a globally recognised track record in the energy
industry.
Current Trading and Outlook
On 14 March 2023 the Company published its audited financial statements for
the year ended 30 September 2022. The results show a loss before taxation for
the year of £5.2 million (2021: £5.8 million loss for an 18-month period) on
turnover of £30.2 million (2021: £47 million for an 18-month period).
A copy of the audited financial statements for the year ended 30 September
2022 is available to view on the Company's website: investors.tekmar.co.uk.
The Company has highlighted previously in its investor communications that it
sees 2022 and 2023 as transition years for the business as it navigates
through a period of recovery for the industry. The Board remains focused on
delivering its business improvement programmes and is encouraged by the 330
basis point improvement in gross margin reported with the results for the year
ended 30 September 2022. The Board continues to see the opportunity for
further gross margin expansion from the 23% just reported for FY22 to a
medium-term target of 35%. This is based on volume returning to the market
alongside ongoing business improvement activities.
Despite the impact of residual industry challenges on current trading, the mid
to long term growth opportunity in the Group's core markets remain highly
compelling. This is particularly the case in the offshore energy market, where
the lead indicators highlight recovery and growth in the construction of new
offshore wind installations as investment accelerates through the rest of the
decade and beyond. This acceleration in investment is required to deliver over
200GW of new offshore wind capacity forecast to enter construction by 2030.
This compares with the current installed capacity of 55GW.
As the Company has highlighted previously, this acceleration in investment
follows a period of slowdown in new projects and tender activity from which
the market is starting to recover. The Group is seeing this market recovery in
its improving enquiry book, supporting an order book of £22.9m as at 31
December 2022. The order book has strengthened significantly from £10m in
both FY20 and FY21 and provides good forward visibility as the Group completes
the business transition and restores profitable growth.
It is encouraging that the Group continues to secure landmark contract awards
and is securing contracts at improved project margins and at lower execution
risk. The Board remains cautious, however, in the near-term on the likely lead
times for project awards and starts in the offshore wind market and expects
this is likely to suppress the volume required to restore profitability for
the current financial year. Also it is recognised that it will take some time
for improved contractual and commercial discipline to impact financial
results. Taking these factors into account, and anticipated business mix for
the current financial year, the Board's expectation, as expressed in the
recently published final results statement is for the business to break even
at an Adjusted EBITDA level for the current financial year. This is based on
expected revenue for the current financial year to be in the region of £40m,
of which approximately 70% is already secured. The Board expects the business
to generate positive Adjusted EBITDA in FY24.
As the Group is managed through the transition period, a key priority for the
Board remains balance sheet stability and cash. Having completed an equity
fundraise in March 2022 and, in addition, having implemented a number of
internal steps to improve cash management, the Company updated shareholders in
October 2022 on cash collection in the second half of FY22, with a net
improvement in cash of over £2.0m compared to 31 March 2022. Post the
period-end, the Group extended the maturity dates of its banking facilities,
which includes a CBILs loan of £3.0m, currently available to 31 October 2023,
and a trade loan facility of up to £4.0m that can be drawn against supplier
payments. This facility is currently available to July 2023, aligning with the
annual review date of the banking facilities. Whilst the Group meets its
day-to-day working capital requirements through the availability of these
banking facilities, the Board recognises the material uncertainty which exists
around the renewal of banking facilities and continues to consider that the
Group requires investment to provide necessary balance sheet strength to
provide a minimum cash headroom through FY23 as well as supporting its
opportunities for growth.
Information on SCF
SCF Partners is a private equity firm focused on building energy services,
equipment, and technology companies. It is headquartered in Houston, Texas,
USA and with associated offices in: Calgary and Alberta, Canada; Aberdeen,
Scotland, UK; Adelaide, Southern Australia, Australia; and Singapore. SCF
Partners has a net asset value of $1.5 billion and over its 33-year history of
energy investing has completed more than 370 growth investments into 78
platform companies and helped build 18 public companies. SCF Partners provides
strategic and operational support alongside facilitating growth through
acquisitions and geographic expansion initiatives to build leading companies
across the globe.
The Proposed Directors
Steve Lockard
Steve Lockard has over 35 years of experience in global operations leadership
and has been an operating partner of SCF since 2021 where he supports energy
transition investments and company platform building. He is the former CEO and
current Chairman of NASDAQ-quoted TPI Composites, where he led the company's
transformation from a New England based boat builder to the largest
independent global wind blade manufacturer, generating $1.7 billion in revenue
in 2020. He is Chairman of Keystone Tower Systems, an innovative manufacturer
of wind turbine towers, and also serves on the board of Powerstar, a SCF
portfolio company, which is a UK-based provider of energy storage and power
resilience systems. He served for 10 years on the board of the American Wind
Energy Association (AWEA) and served on its transition board, leading the CEO
search committee, as AWEA was merged into the newly created American Clean
Power Association (ACP). The ACP's mission is to provide cost-effective wind,
solar, transmission and energy storage solutions to the climate crisis. Steve
also serves as an Executive in Residence at the W. P. Carey School of Business
in Arizona State University.
Colin Welsh
Colin Welsh is a Partner of SCF Partners. Prior to joining SCF in 2017, he
served as Head of International Energy Investment Banking at Simmons &
Company International, having joined Simmons in 1999 and building the firm's
activities outside of North America from its offices in Aberdeen, London and
Dubai. Before joining Simmons & Company he spent 16 years at Ernst and
Whinney, Touche Ross and RMD. Between 2010 and 2015 he led the campaign to
fund the construction of a Maggie's Cancer Care Centre in Aberdeen and he
continues to be a Patron of that charity. Colin currently serves on the boards
of SCF portfolio companies Centurion, Score Group, Hydrasun, Powerstar and
Global E&C.
Principal terms of the Convertible Loan Notes
The Company is proposing to raise up to £18 million over the next three years
through issuing Convertible Loan Notes to SCF, pursuant to the terms of the
Subscription Agreement and the Convertible Loan Note Instrument. Execution of
the Convertible Loan Note Instrument, and the obligation to issue and
subscribe, remain conditional upon, amongst other things, Shareholders
approving the Resolutions at the General Meeting.
A summary of the principal terms of the Convertible Loan Notes is set out
below:
Issue
The Company may make a drawdown request to SCF at any time during the three
years following the creation of the Convertible Loan Note Instrument in
accordance with the terms of the Subscription Agreement, subject to any
individual request being for a minimum tranche of £3 million. SCF shall have
sole discretion as to whether it accepts such a subscription request.
In accordance with the terms of the Subscription Agreement, SCF may also
request that the Company issue to it Convertible Loan Notes such that it will
be able to subscribe for:
· a minimum of £6 million of notes, in aggregate, by the end of
the first year following the creation of the Convertible Loan Note Instrument;
· a minimum of £12 million, in aggregate, of notes by the end of
the second year following the creation of the Convertible Loan Note
Instrument; and
· a minimum of £18 million, in aggregate, of notes by the end of
the third year following the creation of the Convertible Loan Note Instrument.
Repayment
Unless the Convertible Loan Note Holders exercise their option to convert the
amount outstanding into Ordinary Shares they will be redeemed by the Company
at the maturity date, which shall be the date falling 24 months after the date
on which the relevant tranche of Convertible Loan Notes was issued. The
Company may not repay the Convertible Loan Notes in full or in part other than
on the relevant maturity date or on the occurrence of an event of default
without the consent of the relevant holder of the Convertible Loan Note.
Interest
The Company will pay interest on the principal amount of any outstanding
Convertible Loan Notes from the date of issue at a rate of 10 per cent. per
annum (the "Interest Rate"). Interest will accrue daily and shall be
calculated on the basis of a 365-day year and the actual number of days
elapsed from the date of issue of the Convertible Loan Notes to the relevant
maturity date. Interest shall be repayable at the maturity date of the
relevant Convertible Loan Note, but the Company may elect to pay accrued
interest on a quarterly basis. Interest shall continue to accrue on the unpaid
amount of the Convertible Loan Notes at the Interest Rate but shall not be
compounded. Any interest which accrues on the Convertible Loan Notes and which
has not been paid by the Company will be capitalised into Ordinary Shares at
the Conversion Price at the same time as conversion of the corresponding
Convertible Loan Notes into Ordinary Shares. Any Conversion Shares which arise
from the capitalisation of interest are included in the Rule 9 Waiver.
Events of Default
The Company's obligation to redeem the Convertible Loan Notes in full may be
accelerated by the Convertible Loan Note Holder following the occurrence of
certain events, including (but without limitation) non-payment of amounts due,
non-compliance with the terms of the Convertible Loan Note Instrument,
insolvency and insolvency-related events.
Conversion
The Convertible Loan Note Holders may, at any time when any principal of the
Convertible Loan Notes is outstanding, convert such outstanding amount,
together with any accrued but unpaid interest, into Ordinary Shares in the
Company at the Conversion Price of 11.6 pence per Ordinary Share. The relevant
holder of the Convertible Loan Note may choose to serve a conversion notice on
the Company at any time provided that such notice is at least 10 days in
advance of the relevant maturity date for the Convertible Loan Notes that are
proposed to be converted into Ordinary Shares, with conversion pursuant to
such notice occurring no later than 10 days after receipt of the notice (or
later if regulatory consents are required prior to such conversion). The
Conversion Price and/or the number of Conversion Shares to be issued on
conversion will be adjusted in certain circumstances to ensure that the number
of Ordinary Shares issued on conversion confer the same relative entitlement
(e.g., if there is a sub-division, consolidation or bonus issue of Ordinary
Shares). The Conversion Shares shall be credited as fully paid and rank pari
passu with Ordinary Shares of the same class in issue on the conversion date.
The Company will, following conversion, apply to have the Conversion Shares
listed on AIM.
Security and Guarantee
The Convertible Loan Notes when issued will be an unsecured obligation of the
Company.
Covenants
The Company covenants with the holders of any outstanding Convertible Loan
Notes that, following the creation of the Convertible Loan Note Instrument and
for so long as any Convertible Loan Notes remain in issue or any of them are
outstanding or capable of issue, it will not take certain actions without the
consent of the relevant holders. Such actions include (but without
limitation), maintaining sufficient shareholder authorities to issue
Conversion Shares, the payment of dividends or other distributions, amending
the terms of the Convertible Loan Notes, issuing further Ordinary Shares or
raising further debt.
Transfer
The Convertible Loan Notes are freely transferrable by the relevant holder.
Listing
The Company does not intend to apply for the Convertible Loan Notes to be
listed or otherwise traded on any stock exchange or other market.
Details of the Relationship Agreement
The Company has agreed the terms of a Relationship Agreement with the Concert
Party to manage the relationship between the Company and the Concert Party and
to ensure that the Company will at all times be capable of carrying on the
Group's business independently of the Concert Party and that any transactions
and arrangements with the Concert Party will be on an arm's length basis and
on normal commercial terms. The Relationship Agreement will come into effect
following completion of the Proposals and continue for such time as the
Company's securities remain admitted to trading on AIM and that the Concert
Party holds a minimum of 25% of the Company's voting rights.
The Relationship Agreement grants the right to SCF to nominate two directors
and one observer to the Company's Board and establishes a new M&A
committee of the Board, the members of which will be the two SCF nominated
directors and two of the Company's directors. The M&A committee will be
responsible for making recommendations to the Board on potential investments
and divestments by the Group, both in terms of corporate acquisitions and in
respect of organic growth opportunities, in accordance with an agreed funding
policy and criteria. The Concert Party members give undertakings in the
Relationship Agreement that they will exercise their voting rights to ensure
that:
· the Group shall be managed for the benefit of the Shareholders as
a whole and independently of the Concert Party and that policy and decisions
are not focussed on the interests of the Concert Party at the expense of other
Shareholders;
· the Company shall continue to be managed in accordance with the
QCA Corporate Governance Code, or any other corporate governance code adopted
by the Board from time to time;
· the audit, nominations and remuneration committees of the Board
will continue to be chaired by and continue to operate with a majority of
non-executive independent directors and that the members of the committees
will be appointed by the Board (provided that SCF may appoint one of its
nominated directors to each of these committees);
· any dispute or difference between the Concert Party and any
member of the Group shall be passed to and dealt with by a Board committee
comprising only independent directors and insofar as the independent directors
determine that any action is to be taken on behalf of the Company, that
Concert Party shall be required to use his commercially reasonable endeavours
to take (or refrain from taking) any action recommended by the independent
directors in connection with such dispute;
· the Company will continue to comply with the requirements of the
AIM Rules and that no actions will be taken by SCF that could prevent such
compliance.
Waiver of Rule 9 of the City Code on Takeovers and Mergers
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares which, taken together with
shares in which that person or any person acting in concert with that person
is interested, carry 30% or more of the voting rights of a company which is
subject to the Takeover Code is normally required to make an offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of such a company but does not hold shares carrying more
than 50% of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person
acquires a further interest in shares which increases the percentage of shares
carrying voting rights in which that person is interested.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
The Company has agreed with the Panel that the following persons are acting in
concert in relation to the Company:
· SCF Partners, which is a private equity firm;
· SCF-IX L.P, which is an investment partnership managed by SCF
Partners; and
· Steve Lockard, who is an operating partner of SCF Partners.
The members of the Concert Party currently hold no beneficial interest in
Ordinary Shares.
Following completion of the Proposals, the members of the Concert Party will
be interested in 47,505,458 Ordinary Shares, representing 32.6 per cent. of
the voting rights of the Company. Assuming exercise in full by the members of
the Concert Party of conversion rights under the Convertible Loan Note
Instrument, including the capitalisation of all accrued interest (and assuming
that no other person converts any convertible securities or exercises any
options or any other right to subscribe for shares in the Company), the
members of the Concert Party would be interested in a maximum of 233,712,355
Ordinary Shares, representing approximately 70.4% of the enlarged voting
rights of the Company. A table showing the respective individual interests in
shares of the members of the concert party on completion of the Proposals and
following the exercise of the conversion rights of the Convertible Loan Notes
is set out below:
Concert Party member SCF Partners SCF-IX L.P Steve Lockard Total
Current Interest in Ordinary Shares - - - -
Subscription Shares - 43,616,569 3,888,889 47,505,458
Interest in Enlarged Ordinary Share Capital - 43,616,569 3,888,889 47,505,458
as a % - 29.90% 2.67% 32.57%
Conversion Shares before accrued interest - 155,172,414 - 155,172,414
Minimum Interest in Further Enlarged Ordinary Share Capital - 198,788,983 3,888,889 202,677,872
as a % - 66.03% 1.29% 67.32%
Conversion Shares from accrued interest - 31,034,483 - 31,034,483
Maximum Interest in Further Enlarged Ordinary Share Capital - 229,823,466 3,888,889 233,712,355
as a % - 69.21% 1.17% 70.38%
The Takeover Panel has been consulted and has agreed to waive the requirement
for the Concert Party to make a general offer under Rule 9 of the Takeover
Code in cash for Ordinary Shares in the Company which might otherwise arise as
a result of the issue of the Subscription Shares and the Conversion Shares,
subject to the Rule 9 Waiver Resolution (to be set out in the notice convening
the General Meeting) being passed on a poll of the Independent Shareholders.
To be passed, the Rule 9 Waiver Resolution will require a simple majority of
the votes cast by the Independent Shareholders.
Immediately following completion of the Proposals, the members of the Concert
Party will be interested in shares carrying more than 30% of the voting rights
of the Company but will not hold shares carrying more than 50% of the voting
rights of the Company. For so long as they continue to be acting in concert,
any increase in their aggregate interest in shares will be subject to the
provisions of Rule 9.
The exercise by the members of the Concert Party of the conversion rights of
the Convertible Loan Notes described above would normally trigger an
obligation for an offer to be made under Rule 9. However, the Panel has agreed
to waive this obligation such that there will be no requirement for an offer
to be made in respect of the exercise of such conversion rights subject to the
passing of the Rule 9 Waiver Resolution.
Following completion of the Proposals and the exercise of all the conversion
rights of the Convertible Loan Notes, the members of the Concert Party will
hold shares carrying more than 50% of the voting rights of the Company and
(for so long as they continue to be acting in concert) may accordingly
increase their aggregate interests in shares without incurring any obligation
to make an offer under Rule 9, although Steve Lockard will not be able to
increase his percentage interests in Ordinary Shares through or between a Rule
9 threshold without Panel consent.
Shareholders should note that in the event that the Rule 9 Waiver Resolution
is passed by Independent Shareholders at the General Meeting, the Concert
Party will not be restricted from making an offer for the Company in the
future.
Placing
The Company is proposing to raise approximately £2.0 million (before
commissions, fees and expenses) by means of the Placing. The Placing Shares,
in aggregate, will represent approximately 36.5 per cent. of the Existing
Ordinary Shares.
Appendix I sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral, electronic or written offer to
acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendices) 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 Appendix I.
SCM Securities will commence the Bookbuilding Process immediately following
the publication of this Announcement. The number of Placing Shares to be
issued will be determined at the close of the Bookbuilding Process.
The book will open with immediate effect following this Announcement. The
timing of the closing of the Bookbuilding Process and allocations are at the
absolute discretion of SCM Securities and the Company. Details of the number
of Placing Shares will be announced as soon as practicable after the close of
the Bookbuilding Process. The Placing is not being underwritten nor is any
part of the Placing subject to clawback from the Retail Offer. The Placing is
not conditional on the Subscription being completed.
Retail Offer
In addition, the Company intends to use the BookBuild platform to conduct an
offer for subscription of up to 11,111,111 Retail Shares on behalf of Tekmar,
on the terms to be set out in a separate announcement to be made following the
issue of a circular to Shareholders in relation to the General Meeting. The
Retail Offer will be conditional upon, amongst other things, Admission
becoming effective. The Retail Offer may not be fully subscribed and is not
conditional on the Subscription being completed.
Circular
A circular, containing further details of the Proposals and a notice convening
the General Meeting in order to pass the Resolutions (the "Circular"), is
expected to be despatched to Shareholders in due course (and no later than 3
April 2023) and the Circular, once published, will be available on the
Company's website at https://investors.tekmar.co.uk/
(https://investors.tekmar.co.uk/) .
The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with all other existing Ordinary Shares at the time of
their issue, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue. If all of the
New Ordinary Shares are issued for, they would represent an increase of
approximately 139.30 per cent. of the existing issued share capital of the
Company as at the date of this Announcement, and approximately 58.2 per cent.
of the Enlarged Ordinary Share Capital.
Admission, settlement and CREST
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on the AIM market ("AIM") of London Stock Exchange
plc (the "London Stock Exchange").
It is expected that admission of the New Ordinary Shares will take place on or
before 8.00 a.m. on 20 April 2023 and that dealings in the New Ordinary Shares
on AIM will commence at the same time.
In addition to the passing of Resolutions 4 and 5, the Placing is conditional
upon, among other things, Admission becoming effective. Following Admission
and assuming the full take up of the Retail Offer, the Company will have
145,874,813 Ordinary Shares in issue.
The circular containing, amongst other things, the notice of the General
Meeting is expected to be despatched to Shareholders in due course (and no
later than 3 April 2023).
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.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Alasdair MacDonald, a director of the Company.
Expected Timetable of Principal Events
2023
Announcement of the Proposals 31 March
Announcement of the result of the Placing 31 March
Publication and posting of the Circular and form of proxy 3 April
Announcement of the Retail Offer 3 April
Launch of the Retail Offer via the Bookbuild Platform 4 April
Latest time and date for receipt of Forms of Proxy or CREST voting 10.30 a.m. on 17 April
instructions
Close of Retail Offer 17 April
Announcement of the result of the Retail Offer 18 April
General Meeting 10.30 a.m. on 19 April
Announcement of the result of the General Meeting 19 April
Admission of New Ordinary Shares to trading on AIM 20 April
Posting of share certificates for the New Ordinary Shares by the Registrar 4 May
(where applicable)
Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified to Shareholders by an announcement
through a Regulatory Information Service. All events listed in the above
timetable following the General Meeting are conditional on the passing of
Resolutions 4 and 5 at the General Meeting.
The Company confirms that the exclusivity period originally granted to SCF
Partners on 17 November 2022 and which was extended to 31 March 2023, has been
further extended to 20 April 2023. The exclusivity period relates only to
alternate debt or equity financing proposals and, for the avoidance of doubt,
does not prevent an offer being made for the Company by a third party under
the framework of the Company's formal sale process.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, nor the information contained
in it, is for publication, release, transmission, distribution or forwarding,
in whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be unlawful
(or to any persons in any of those jurisdictions). This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for shares in the
capital of the Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to any persons
in any of those jurisdictions). This Announcement has not been approved by the
London Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered under the US
Securities Act or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, pledged, transferred or delivered, directly
or indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The Placing Shares
have not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan or the
Republic of South Africa.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption from the requirement to produce a prospectus under
the EU Prospectus Regulation or the UK Prospectus Regulation.
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 apply.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or UK Prospectus Regulation) to be published.
Members of the public are not eligible to take part in the Placing. This
Announcement (including the terms and conditions contained in this
Announcement) is for information purposes only and (unless otherwise agreed by
Singer Capital Markets) is directed only at: (a) persons in member states of
the EEA who are qualified investors within the meaning of Article 2(e) of the
EU Prospectus Regulation ("EEA Qualified Investors"); (b) persons in the
United Kingdom, who are qualified investors, being persons falling within the
meaning of Article 2(e) of 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) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (c) persons to whom it may otherwise lawfully be communicated, (each such
persons in (a), (b) and (c) together being referred to as "Relevant Persons").
This Announcement (including the terms and conditions set out in this
Announcement) must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement (including the terms and conditions set out herein)
relates is available only to, and will be engaged in only with, Relevant
Persons.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Singer Capital Markets, or by any of
their respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested person or its advisers, and any liability therefore is
expressly disclaimed. The information in this Announcement is subject to
change.
Singer Capital Markets Securities Limited ("SCM Securities"), which is
authorised and regulated in the United Kingdom by the FCA is acting solely for
the Company and no-one else in connection with the Placing and the
transactions and arrangements described in this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and arrangements
described in this Announcement. SCM Securities is not responsible to anyone
other than the Company for providing the protections afforded to clients of
SCM Securities or for providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements described
herein.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser to
the Company for the purposes of the AIM Rules and no-one else in connection
with the Placing and the transactions and arrangements described in this
Announcement and will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. SCM Advisory is
not responsible to anyone other than the Company for providing the protections
afforded to clients of SCM Advisory or for providing advice in connection with
the contents of this Announcement, the Placing or the transactions and
arrangements described herein. SCM Advisory's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the Company or to
any Director or to any other person.
None of the information in this Announcement has been independently verified
or approved by Singer Capital Markets or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on Singer Capital Markets
by FSMA or by the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or otherwise, is
accepted by Singer Capital Markets or any of its partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever for the
contents of the information contained in this Announcement (including, but not
limited to, any errors, omissions or inaccuracies in the information or any
opinions) or for any other statement made or purported to be made by or on
behalf of Singer Capital Markets or any of its partners, directors, officers,
employees, advisers, consultants or affiliates in connection with the Company,
the Placing Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the Placing.
Singer Capital Markets and its partners, directors, officers, employees,
advisers, consultants and affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort, contract or
otherwise in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by
Singer Capital Markets or any of its partners, directors, officers, employees,
advisers, consultants or affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
The distribution of this Announcement, the Placing and/or the offering of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Singer Capital Markets or any of their
respective affiliates that would permit an offering of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to the 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 Singer Capital Markets to
inform themselves about, and to observe, such restrictions.
Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward a copy of
this Announcement (or any part thereof) should seek appropriate advice before
taking any action.
In connection with the Placing, Singer Capital Markets and any of its
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
Placing or dealing by, Singer Capital Markets and any of its affiliates acting
in such capacity. In addition, Singer Capital Markets and any of its
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of shares. Singer
Capital Markets does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. 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. These forward-looking
statements reflect the Company's judgment at the date of this Announcement and
are not intended to give any assurance as to future results and the Company
cautions that its actual results of operations and financial condition, and
the development of the industry in which it operates, may differ materially
from those made in or suggested by the forward-looking statements contained in
this Announcement and/or information incorporated by reference into this
Announcement. The information contained in this Announcement is subject to
change without notice and except as required by applicable law or regulation,
the Company expressly disclaims any obligation or undertaking to publish any
updates, supplements 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 statements are based, except where required to do so under applicable
law.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Singer Capital
Markets. This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not intended to
provide the basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and should not
be considered as a recommendation that any investor should subscribe for,
purchase, otherwise acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring Placing Shares
pursuant to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this Announcement. The price and value of securities can go down
as well as up and past performance is not a guide to future performance. The
contents of this Announcement is not to be construed as legal, business,
financial or tax advice. Each investor should consult with his or her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
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.
References in this Announcement to other reports or materials, such as a
website address, have been provided to direct the reader to other sources of
information on the Company which may be of interest. 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.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than AIM.
Appendix I to this Announcement (which forms part of this Announcement) sets
out further information relating to the terms and conditions of the Placing
and the Bookbuilding Process. Persons who choose to participate in the
Placing, by making an oral or written offer to subscribe for Placing Shares,
will be deemed to have read and understood this Announcement in its entirety
(including the Appendices) and to be making such offer on the terms and
subject to the conditions in this Announcement and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in Appendix I.
Information to Distributors
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets or any of its affiliates that would permit
an offering of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to the
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 Singer Capital Markets to inform themselves about, and to observe,
such restrictions.
UK Product Governance Requirements
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 Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such 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 paragraphs 3.5 and 3.6 of COBS; 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: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Singer Capital Markets 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 COBS 9A and COBS 10A, respectively; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; (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 "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Singer Capital
Markets will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to 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 I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING
THIS ANNOUNCEMENT (INCLUDING 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 EEA QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION; 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; OR (3) OTHERWISE,
PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION THE OF UNITED STATESOR UNDER ANY SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION THE OF UNITED STATESAND MAY NOT BE OFFERED, SOLD, RESOLD,
PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR THE IN TO
UNITED STATESEXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OFTHE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATESIN ACCORDANCE WITH REGULATION S
UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS
AND; (II)THE IN UNITED STATESTO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL
BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR (III)
OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES INTHE UNITED STATESWILL
BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S.
EXCHANGE ACT OF 1934, AS AMENDED. THERE WILL BE NO PUBLIC OFFER OF THE
SECURITIES MENTIONED HEREIN T H E IN UNITED STATES. THIS 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 OR
FROMTHE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICAOR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of the FSMA does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. 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 Commissionor 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
EEA.
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 action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement. The price and value of securities can go down as
well as up and past performance is not a guide to future performance.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY 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 Singer Capital Markets that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; 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 UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of Singer Capital Markets 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 Qualified Investors, the offer of those Placing
Shares to it is not treated under the UK Prospectus Regulation as having been
made to such persons;
3. in the case of a Relevant Person in a member state of
the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to
the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; 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 Qualified Investors or in circumstances in which the prior consent of Singer Capital Markets 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 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;
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 herein;
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 Announcement; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 5 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
The Company and Singer Capital Markets will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements.
Each Placee hereby agrees with Singer Capital Markets and the Company 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 Singer Capital Markets confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Placing Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this Announcement
and the announcement of the results of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents 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 Singer Capital Markets or the Company or any
other person and none of Singer Capital Markets, the Company nor any other
person acting on such person's behalf nor any of their respective affiliates
has or shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing.
No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
business and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
SCM Securities is acting as sole broker and bookrunner in connection with the
Placing and SCM Advisory is acting as nominated adviser in connection with the
Placing and each have entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in the Placing
Agreement, SCM Securities, acting as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure placees for the Placing
Shares. The Placing is not being underwritten by Singer Capital Markets or any
other person nor is any part of the Placing subject to clawback from the
Retail Offer. The Placing is not conditional on the Subscription being
completed.
The price per Ordinary Share at which the Placing Shares are to be placed is 9
pence (the "Issue Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and Singer Capital Markets.
The Placing Shares will be made up of a number of new Ordinary Shares issued
and allotted by the Company. Accordingly, by participating in the Placing,
Placees agree to subscribe for Placing Shares.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Company's
Articles of Association and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be free of
all pre-emption rights, claims, liens, charges, encumbrances and equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM.
It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on
20 April 2023 (or such later time as Singer Capital Markets may agree with the
Company, being no later than 8.00 a.m. on 3 May 2023) and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Singer Capital Markets will today commence the accelerated Bookbuilding
Process to determine demand for participation in the Placing by Placees. This
Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. Appendix II give details of the defined terms
used throughout the Announcement including in this Appendix I.
No commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Singer Capital Markets 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.
Participation in, and principal terms of, the Placing
1. SCM Securities is acting as sole broker and bookrunner to the Placing,
as agent for and on behalf of the Company, 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 to participate by Singer Capital Markets. Singer
Capital Markets may itself agree to be a Placee in respect of all or some of
the Placing Shares or may nominate any member of its group to do so.
3. Following a successful completion of the Bookbuilding Process, the
Company will confirm the closing of the Placing via the Result of Placing
Announcement.
4. To bid in the Bookbuilding Process, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at Singer Capital Markets. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the Issue
Price. Bids may be scaled down by Singer Capital Markets on the basis referred
to in paragraph 6 below. Singer Capital Markets reserves the right not to
accept bids or to accept bids in part rather than in whole. The acceptance of
the bids shall be at Singer Capital Markets' absolute discretion, subject to
agreement with the Company.
5. The Bookbuilding Process is expected to close no later than 4.30 p.m.
on 31 March 2023 but may be closed earlier or later at the discretion of
Singer Capital Markets. Singer Capital Markets may, in agreement with the
Company, accept bids that are received after the Bookbuilding Process has
closed. The Company reserves the right (upon the prior agreement of Singer
Capital Markets) to vary the number of shares to be issued pursuant to the
Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by Singer Capital
Markets after consultation with the Company (and in accordance with Singer
Capital Markets' allocation policy as has been supplied by Singer Capital
Markets to the Company in advance of such consultation). Allocations will be
confirmed orally by Singer Capital Markets and a trade confirmation will be
despatched as soon as possible thereafter. Singer Capital Markets' oral
confirmation to such Placee constitutes an irrevocable legally binding
commitment upon such person (who will at that point become a Placee), in
favour of Singer Capital Markets and the Company, to subscribe for the number
of Placing Shares allocated to it and to pay the Issue Price in respect of
each such share on the terms and conditions set out in this Appendix and in
accordance with the Company's Articles of Association. A bid in the
Bookbuilding Process 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 Singer Capital Markets' consent, such commitment
will not be capable of variation or revocation after the time at which it is
submitted.
7. Each Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee. The terms of this Appendix will be deemed
incorporated in that trade confirmation.
8. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be
subscribed/purchased for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuilding Process and 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 "Right to terminate under the
Placing Agreement".
10. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
11. To the fullest extent permissible by law, none of Singer Capital
Markets, the Company nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of Singer Capital Markets, the Company, nor
any of their respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of Singer Capital
Markets' conduct of the Placing or of such alternative method of effecting the
Placing as Singer Capital Markets and the Company may agree.
12. The Placing Shares will be issued subject to the terms and conditions of
this Appendix and each Placee's commitment to subscribe for Placing Shares on
the terms set out herein will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's or Singer Capital Markets' conduct of the Placing.
13. All times and dates in this Announcement may be subject to amendment.
Singer Capital Markets shall notify the Placees and any person acting on
behalf of the Placees of any such changes.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. Singer Capital Markets' obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others) (the
"Conditions"):
1. the release by the Company, through a Regulatory Information Service of
this Announcement by no later than 8.00 a.m. on 31 March 2023;
2. the delivery by the Company to Singer Capital Markets of certain
documents required under the Placing Agreement;
3. the Company having fully performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
4. none of the warranties given in the Placing Agreement, being untrue or
inaccurate or misleading at each of the times they are given under the Placing
Agreement by reference to such facts or circumstances then subsisting;
5. the General Meeting having taken place on the date set out in the
Notice to the General Meeting, no adjournment of the General Meeting having
occurred without the prior written consent of the Singer Capital Markets and
certain resolutions set out in the Notice to the General Meeting having been
passed thereat without amendment;
6. the issue and allotment of the Placing Shares, conditional only upon
Admission by no later than 5.00 pm on 19 April 2023 or such later time as may
be agreed between the Company and Singer Capital Markets, not being later than
3 May 2023;
7. Admission occurring no later than 8.00 a.m. on 20 April 2023 (or such
later time as Singer Capital Markets may otherwise agree with the Company,
being no later than 8.00 a.m. on 3 May 2023) (the "Closing Date").
Singer Capital Markets may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of any of its
obligations in relation to the Conditions or extend the time or date provided
for fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of conditions 1 and 7 above. 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
Singer Capital Markets by the relevant time or date specified (or such later
time as Singer Capital Markets may agree with the Company, being no later than
8.00 a.m. on 31 March 2023); 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.
Neither Singer Capital Markets nor the Company, nor 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 Singer Capital Markets.
Right to terminate under the Placing Agreement
Singer Capital Markets is entitled, in its absolute discretion, at any time
before Admission, to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, inter alia:
1. Singer Capital Markets becomes aware that any statement contained in
any of the Issue Documents (as defined in the Placing Agreement) is or has
become, or has been discovered to be, untrue, incorrect or misleading, or any
event, fact, circumstance or matter has arisen or occurred which would, if any
Issue Document was to be issued at that time, constitute a material omission
from it or would otherwise render it untrue or misleading;
2. the Company is in breach of, or otherwise fails to fully perform its
obligations under the Placing Agreement;
3. Singer Capital Markets becomes aware that any of the warranties given
in the Placing Agreement is not true and accurate or is misleading or would
not be true and accurate or would be misleading with reference to the facts
and circumstances then subsisting;
4. trading in the Company's Ordinary Shares is suspended or cancelled;
5. there has occurred, in the reasonable opinion of Singer Capital
Markets, acting in good faith, a material adverse change in the business of
the Group;
6. there arises or occurs any matter, fact, circumstance or event such
that in the reasonable opinion of Singer Capital Markets (acting in good
faith), a Supplementary Circular/ Announcement (as such term is defined in the
Placing Agreement) is required to be published/made; or
7. there has been: (a) an event, action, state, condition or major
financial occurrence of national or international consequence; (b) a change in
law or regulation, which has a direct and material effect on the business or
operations of the Group; (c) a change in national or international financial,
political, economic or stock market conditions (primary or secondary),
including any change in the market for the Placing Shares, or the state of the
financial markets in the United Kingdom or elsewhere is such that, in the
reasonable opinion of Singer Capital Markets, acting in good faith, the
Placing Shares cannot be placed successfully; (d) an incident of terrorism,
outbreak or escalation of hostilities, war, declaration of martial law or any
other calamity or crisis; (e) any inquiry, investigation or other proceeding
(whether formal or informal) commenced, threatened or announced or any order
or ruling is issued by any officer of any stock exchange, market or regulatory
authority in the United Kingdom or elsewhere or under or pursuant to any
statute of the United Kingdom or elsewhere or there is any change of law or
the interpretation of administration thereof by a stock exchange, market or
regulatory authority, which in the reasonable opinion of Singer Capital
Markets, operates to prevent or materially restrict the trading of Ordinary
Shares or the distribution of the Placing Shares; or (f) any change in
currency exchange rates or exchange controls or a disruption of settlement
systems or a material disruption or general moratorium in commercial banking,
which, in each case, in the opinion of Singer Capital Markets (acting in good
faith), would make it impracticable or inadvisable to proceed with the Placing
or be likely to materially prejudice the success of the Placing.
Upon termination, the parties to the Placing Agreement 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.
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
By participating in the Placing, each Placee agrees that (i) the exercise by
Singer Capital Markets of any right of termination or of any other discretion
under the Placing Agreement shall be within the absolute discretion of Singer
Capital Markets 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 "Right to terminate under the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by Singer Capital Markets of the
allocation and commitments following the close of the Bookbuilding Process.
Restriction on Further Issue of Shares
The Company has undertaken to Singer Capital Markets that, between the date of
the Placing Agreement and a period of 90 days from Admission (the "Restricted
Period"), it will not, without the prior written consent of Singer Capital
Markets directly or indirectly offer, issue, lend, sell or contract to sell,
issue options in respect of or otherwise dispose of or announce an offering or
issue of any Ordinary Shares (or any interest therein or in respect thereof)
or any other securities exchangeable for or convertible into, or substantially
similar to, Ordinary Shares or enter into any transaction with the same
economic effect as, or agree to do, any of the foregoing (whether or not
legally or contractually obliged to do so) provided that the foregoing
restrictions shall not restrict the ability of the Company or any other member
of the Group during the Restricted Period to:
a) grant of options under, or the allotment and issue of
shares pursuant to options under, any employee or non- executive share or
option schemes or long term incentive plans of the Company (in accordance with
its normal practice);
b) the allotment and issue of Ordinary Shares pursuant to the
Convertible Loan Note; or
c) issue and allot the New Ordinary Shares.
By participating in the Placing, Placees agree that the exercise by Singer
Capital Markets of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the restrictive
provisions on further issuance under the Placing Agreement shall be within the
absolute discretion of Singer Capital Markets and that it need not make any
reference to, or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the power to grant
consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BDFGGK53)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. Singer Capital Markets reserves the right to require settlement
for, and delivery of, the Placing Shares (or any part thereof) to Placees by
such other means that they may deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuilding Process, each Placee to be allocated
Placing Shares in the Placing will be sent a trade confirmation stating the
number of Placing Shares allocated to them at the Issue Price, the aggregate
amount owed by such Placee to Singer Capital Markets and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of the Placing Shares
that it has in place with Singer Capital Markets.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by Singer Capital Markets as agent for the Company
and Singer Capital Markets will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares will take
place on 20 April 2023 on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer Capital Markets may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Singer Capital Markets' account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and will be required to bear any stamp duty or stamp duty reserve tax or
other taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither Singer Capital Markets or the Company shall be responsible
for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Singer Capital Markets (in its
capacity as bookrunner and Placing agent of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety and its
subscription for Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and it has not relied on,
and will not rely on, any information given or any representations, warranties
or statements made at any time by any person in connection with the Placing,
the Company, the Placing Shares or otherwise other than the information
contained in the Placing Documents and the Publicly Available Information;
2. 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 and the 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;
3. to be bound by the terms of the Articles of Association of the Company;
4. the person whom it specifies for registration as holder of the Placing
Shares will be (a) itself or (b) its nominee, as the case may be. Neither
Singer Capital Markets or the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar taxes or duties imposed
in any jurisdiction (including interest and penalties relating thereto)
("Indemnified Taxes"). Each Placee and any person acting on behalf of such
Placee agrees to indemnify Singer Capital Markets and the Company on an
after-tax basis in respect of any Indemnified Taxes;
5. neither Singer Capital Markets nor any of its affiliates agents,
directors, officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or any other
person in connection with the Placing;
6. time is of the essence as regards its obligations under this Appendix;
7. 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 Singer Capital Markets;
8. it will not redistribute, forward, transfer, duplicate or otherwise
transmit this Announcement or any part of it, or any other presentational or
other material concerning the Placing (including electronic copies thereof) to
any person and represents that it has not redistributed, forwarded,
transferred, duplicated, or otherwise transmitted any such documents to any
person;
9. 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 UK Prospectus
Regulation or other applicable law; and (b) has been or will be prepared in
connection with the Placing;
10. in connection with the Placing, Singer Capital Markets and any of its
affiliates acting as an investor for its own account may subscribe for Placing
Shares in the Company and in that capacity may retain, purchase or sell for
its own account such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to Singer Capital Markets or any of its affiliates
acting in such capacity;
11. Singer Capital Markets and its affiliates may enter into financing
arrangements and swaps with investors in connection with which Singer Capital
Markets and any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares;
12. Singer Capital Markets does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do so;
13. Neither the Company nor Singer Capital Markets owes any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is not and will
not be a client of Singer Capital Markets in connection with its participation
in the Placing and that Singer Capital Markets has no duties or
responsibilities to it for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto) and neither Singer Capital Markets
nor any of its affiliates agents, Directors, officers or employees nor any
person acting on behalf of any of them is responsible for or has or shall have
any responsibility or liability for any information, representation or
statement contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in the Placing Documents, the
Publicly Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by Singer
Capital Markets nor the Company nor any of their respective affiliates,
agents, Directors, officers or employees acting on behalf of any of them
(including in any management presentation delivered in respect of the
Bookbuilding Process) with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of any information contained
in the Placing Documents, or the Publicly Available Information or otherwise;
18. neither Singer Capital Markets or the Company nor any of their
respective affiliates, agents, Directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it with any
material or information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or the
Publicly Available Information; nor has it requested any of Singer Capital
Markets or the Company or any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such material or
information;
19. neither Singer Capital Markets or the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation that Singer
Capital Markets, any of its affiliates or any person acting on its behalf, may
have conducted with respect to the Placing Shares, the terms of the Placing or
the Company, and none of such persons has made any representation, express or
implied, with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for the
Placing Shares;
(b) will not look to Singer Capital Markets for all or part of any such
loss it may suffer;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation and
assessment of the Company and Group, the Placing Shares and the terms of the
Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account or for an
account with respect to which it exercises sole investment discretion and has
the authority to make and does make the acknowledgements, representations and
agreements contained in this Appendix;
23. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it is:
(a) duly authorised to do so and has full power to make the acknowledgments,
warranties, representations, confirmations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or Singer Capital Markets 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);
24. it and any person acting on its behalf is entitled to subscribe for the
Placing Shares under the laws and regulations of all relevant jurisdictions
that apply to it and that it has fully observed such laws and regulations, has
capacity and authority and is entitled to enter into and perform its
obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Singer Capital Markets or the Company or any of
their respective Directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of Singer Capital
Markets as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to subscribe for upon the terms of this Appendix;
27. the Placing Shares have not been and will not be registered or otherwise
qualified and that a prospectus will not be cleared in respect of any of the
Placing Shares under the securities laws or legislation of the Restricted
Jurisdictions, or any state, province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered, directly or
indirectly, in or into the Restricted Jurisdictions or any jurisdiction
(subject to certain exceptions) in which it would be unlawful to do so and no
action has been or will be taken by any of the Company or Singer Capital
Markets or any person acting on behalf of the Company or Singer Capital
Markets that would, or is intended to, permit a public offer of the Placing
Shares in the Restricted Jurisdictions or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such action for
that purpose is required;
29. no action has been or will be taken by any of the Company or Singer
Capital Markets or any person acting on behalf of the Company or Singer
Capital Markets that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with Singer Capital Markets, it is
not and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, Australia, New Zealand, Japan, the Republic of South Africa or any
province or territory of Canada;
31. it may be asked to disclose in writing or orally to Singer Capital
Markets:
a) if he or she is an individual, his or her nationality; or
b) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned;
32. where the Placee is acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee and not the underlying
client. For the avoidance of doubt, the representations and warranties given
are to be taken as made on behalf of the Placee itself and not their
underlying client;
33. it is and the prospective beneficial owner of the Placing Shares is, and
at the time the Placing Shares are subscribed for will be outside the United
States and is acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US Securities Act;
34. it has not been offered to purchase or subscribe for Placing Shares by
means of any "directed selling efforts" as defined in Regulation S under the
US Securities Act or by means of any "general solicitation" or "general
advertising" within the meaning of Regulation D under the US Securities Act;
35. it understands that the Placing Shares have not been, and will not be,
registered under the US Securities Act and may not be offered, sold or resold,
pledged or delivered in or into or from the United States except pursuant to
(i) an effective registration statement under the US Securities Act; or (ii)
pursuant to an exemption from the registration requirements of the US
Securities Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
36. it (and any account for which it is purchasing) is not acquiring the
Placing Shares with a view to any offer, sale or distribution thereof within
the meaning of the US Securities Act;
37. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
38. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
39. it understands that the Company has not undertaken to determine whether
it will be treated as a passive foreign investment company ("PFIC") for US
federal income tax purposes for the current year, or whether it is likely to
be so treated for future years and neither the Company nor Singer Capital
Markets make any representation or warranty with respect to the same.
Accordingly, neither the Company nor Singer Capital Markets can provide any
advice to United States investors as to whether the Company is or is not a
PFIC for the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Singer Capital Markets undertakes to
provide to United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information returns, and
United States investors and shareholders should not assume that this
information will be made available to them;
40. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
41. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
42. if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation 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 circumstances which may
give rise to an offer of securities to the public other than an offer or
resale in a member state of the EEA or in the United Kingdom other than to EEA
Qualified Investors or Qualified Investors, or in circumstances in which the
express prior written consent of Singer Capital Markets has been given to each
proposed offer or resale;
43. if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
44. if in the United Kingdom, unless otherwise agreed by Singer Capital
Markets, 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 purchasing Placing Shares for investment only and not with
a view to resale or distribution;
45. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA");
46. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by Singer Capital Markets in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a financial promotion
by an authorised person;
47. it has complied and will comply with all applicable laws with respect to
anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions in FSMA and MAR) in respect of anything
done in, from or otherwise involving, the United Kingdom);
48. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
49. it has complied with its obligations under the Criminal Justice Act 1993
and Articles 8, 10 and 12 of MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof (the "Regulations") and the Money Laundering Sourcebook of the
FCA and, if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
50. in order to ensure compliance with the Regulations, Singer Capital
Markets (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 Singer Capital Markets or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Singer Capital Markets'
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Singer Capital Markets' or the
Company's registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identify Singer Capital
Markets (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either Singer
Capital Markets 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;
51. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
52. it (and any person acting on its behalf) has the funds available to pay
for the Placing Shares for which it has agreed to subscribe and acknowledges
and agrees that it will make payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time and date set
out herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Singer Capital Markets may in its sole discretion
determine and without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the product of
the relevant Issue Price and the number of Placing Shares allocated to it and
will be required to bear any stamp duty, stamp duty reserve tax or other taxes
or duties (together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing Shares;
53. any money held in an account with Singer Capital Markets on behalf of
the Placee and/or any person acting on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money will not be
segregated from Singer Capital Markets' money in accordance with the client
money rules and will be held by it under a banking relationship and not as
trustee;
54. 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 Singer Capital Markets or 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;
55. neither Singer Capital Markets nor any of its affiliates, nor any person
acting on behalf of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and Singer Capital Markets is not acting for it or its
clients, and that Singer Capital Markets will not be responsible for providing
the protections afforded to customers of Singer Capital Markets or for
providing advice in respect of the transactions described in this
Announcement;
56. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the trade confirmation, contract
note 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 Singer Capital
Markets' conduct of the Placing;
57. if it has received any 'inside information' (for the purposes of MAR and
section 56 of the Criminal Justice Act 1993) in relation to the Company and
its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
a) used that inside information to acquire or dispose of securities of the
Company or financial instruments related thereto or cancel or amend an order
concerning the Company's securities or any such financial instruments;
b) used that inside information to encourage, require, recommend or induce
another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
c) disclosed such information to any person, prior to the information
being made publicly available;
58. the rights and remedies of the Company and Singer Capital Markets under
the terms and conditions in this Appendix are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others; and
59. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non- contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or Singer Capital Markets in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
Singer Capital Markets and are irrevocable. Singer Capital Markets and the
Company and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and Singer Capital Markets to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Singer Capital Markets and their respective affiliates, agents,
Directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by Singer
Capital Markets, the Company or any of their respective affiliates, agents,
Directors, officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM, a market operated by the London Stock Exchange plc.
Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting as sole bookrunner exclusively for the
Company and no one else in connection with the Placing and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Ordinary Shareholders should not give rise to
any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale
of Ordinary Shares on AIM (including instruments transferring Shares and
agreements to transfer Ordinary Shares).
Such agreement also assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties
may be payable, for which neither the Company nor Singer Capital Markets will
be responsible and the Placees shall indemnify the Company and Singer Capital
Markets on an after-tax basis for any stamp duty or stamp duty reserve tax or
other similar taxes or duties (together with interest, fines and penalties) in
any jurisdiction paid by the Company or Singer Capital Markets in respect of
any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify Singer Capital Markets accordingly. Placees are
advised to consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and Singer Capital Markets are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of any country in
the EEA. Each prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify Singer Capital Markets and
the Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Singer Capital Markets and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Act Companies Act 2006 (as amended)
Admission admission of the New Ordinary Shares to trading on AIM becoming effective
within the meaning of Rule 6 of the AIM Rules
AIM the AIM market operated and regulated by the London Stock Exchange
AIM Rules the AIM Rules for Companies and guidance notes as published by the London
Stock Exchange from time to time
Board or Directors the Directors of the Company as at the date of this announcement
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
CBILS the Coronavirus Business Interruption Loan Scheme
Company Tekmar Group plc, a public limited company incorporated in England & Wales
under registered number 11383143 and having its registered office at
Innovation House, Centurion Way, Darlington, England, DL3 0UP
Concert Party means SCF Partners, SCF-IX L.P and Steve Lockard, an operating partner of SCF
Partners and a Proposed Director
Conversion Shares up to 186,206,897 new Ordinary Shares to be issued on conversion of the
Convertible Loan Notes including on the capitalisation of any interest payable
on the Convertible Loan Notes
Convertible Loan Notes means the £18 million nominal 10 per cent. unsecured convertible loan notes
that may be issued to SCF pursuant to the Subscription Agreement and the
Convertible Loan Note Instrument
Convertible Loan Note Holder a holder of a Convertible Loan Note
Convertible Loan Note Instrument the convertible loan note instrument made between the Company and SCF Partners
Inc. for the issuance of up to £18 million principal of convertible loan
notes that bear interest at the rate of 10 per cent. per annum
CREST the system enabling title to securities to be evidenced and transferred in
dematerialised form and operated by Euroclear UK & International
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
Enlarged Share Capital the entire issued share capital of the Company on Admission following the
issue of the New Ordinary Shares
EU the European Union
Euroclear Euroclear UK & International Limited
Existing Ordinary Shares the 60,960,234 Ordinary Shares in issue on the date of this announcement
FCA the Financial Conduct Authority of the UK
Form of Proxy the form of proxy for use in relation to the General Meeting enclosed with the
Circular
FSMA Financial Services and Markets Act 2000 (as amended)
General Meeting the General Meeting of the Company, convened for 19 April 2023 or at any
adjournment thereof, pursuant to the Notice of General Meeting
Group the Company and its subsidiaries
ISIN International Securities Identification Number
Issue Price 9 pence per share
London Stock Exchange London Stock Exchange plc
LTIP means the Company's Long Term Incentive Plan
Management Shares the 4,075,788 new Ordinary Shares to be issued to certain members of the
senior management team of the Company in connection with management
incentivisation arrangements
Money Laundering Regulations Money Laundering Regulations 2007, the money laundering provisions of the
Criminal Justice Act 1993 and the Proceeds of Crime Act 2002
New Ordinary Shares the Placing Shares, the Retail Shares, the Subscription Shares and the
Management Shares
Notice of General Meeting the notice convening the General Meeting as set out at the end of the Circular
Ordinary Shares ordinary shares of one pence each in the capital of the Company
Panel or Takeover Panel the Panel on Takeovers and Mergers
Placees subscribers for Placing Shares
Placing the placing by the Company of the Placing Shares with certain Placees at the
Issue Price
Placing Agreement the agreement entered into between the Company and Singer Capital Markets in
respect of the Placing dated 31 March 2023
Placing Shares the 22,222,222 new Ordinary Shares the subject of the Placing
Proposed Directors Steve Lockard and Colin Welsh
Proposals means the Subscription, the creation of the Convertible Loan Note Instrument,
the issue of Convertible Loan Notes, the Rule 9 Waiver, the issue of the
Management Shares, the granting of deferred share awards to the Senior
Management Team and to Derek Bulmer, the Placing and the Retail Offer
Prospectus Rules the Prospectus Regulation Rules made in accordance with the EU Prospectus
Directive 2003/71/EC as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 in relation to offers of securities to
the public an admission of securities to trading on a regulated market
Regulatory Information Service has the meaning given in the AIM Rules for Companies
Resolutions the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
Restricted Jurisdiction the United States of America, Canada, Australia, Japan, New Zealand and any
other jurisdiction where the extension or availability of the Placing would
breach any applicable law
Retail Offer the offer of Retail Shares to existing retail shareholders of the Company in
the United Kingdom through authorised intermediaries on the BookBuild platform
Retail Shares up to 11,111,111 new Ordinary Shares to be issued by the Company pursuant to
the Retail Offer
SCM Advisory Singer Capital Markets Advisory LLP, the Company's nominated adviser for the
purposes of the AIM Rules
SCM Securities Singer Capital Markets Securities Limited, the Company's broker and bookrunner
for the purposes of the Placing
Singer Capital Markets SCM Advisory and/or SCM Securities, as the context requires
Securities Act US Securities Act of 1933 (as amended) the holders of Existing Ordinary Shares
Senior Management Team Alasdair MacDonald and other members of the Group's senior management
including Leanne Wilkinson, the Interim Group CFO, Anthony James Pearson, the
Company Secretary, the Managing Directors of the Group's principal operating
subsidiaries and other executives at the Company's head office
Shareholders holders of Existing Ordinary Shares
Share Incentive Schemes the Tekmar Group plc SAYE Plan, the Tekmar Group plc Retention Plan, the
Tekmar Group plc Long Term Incentive Plan and the Tekmar Group plc Share
Option Incentive Plan
SCF means either or both of SCF Partners Inc. or SCF-IX L.P. as the context
requires
Subscription Agreement the subscription agreement entered into on or around the date of this
Announcement by the Company, SCF and Steven Lockard in respect of the
Subscription on or around the date of this Announcement
Subscription the subscription by SCF and Steven Lockard to subscribe for 47,505,458 new
Ordinary Shares in the Company at a price of 9p per Ordinary Share
Subscription Shares 47,505,458 new Ordinary Shares to be issued to SCF and Steven Lockard in
respect of the Subscription Agreement
Takeover Code the City Code on Takeovers and Mergers
Uncertificated or Uncertificated form recorded on the relevant register or other record of the Ordinary Shares or
other security concerned as being held in uncertificated form in CREST, and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or United States of America or US the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and all areas
subject to its jurisdiction
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