REG - Digital Barriers plc - Proposed Acquisition and Placing <Origin Href="QuoteRef">DGB.L</Origin> - Part 2
11/12/2015 07:11
- Part 2: For the preceding part double click ID:nRSK7376Ia
based on any
information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise. Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
13. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, Australia, Canada, Republic of South
Africa or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, South Africa or Japan or in any
country or jurisdiction where any such action for that purpose is required;
14. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that it will pay
the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other placees or sold at such price
as Investec determines;
15. it and/or each person on whose behalf it is participating:
a) is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b) has fully observed such laws and regulations;
c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
d) has obtained all necessary consents and authorities (including,
without limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its subscription for Placing Shares;
16. it is not, and any person who it is acting on behalf of is not,
and at the time the Placing Shares are subscribed will not be, a resident of,
or with an address in, or subject to the laws of, Australia, Canada, Japan or
the Republic of South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
17. it and the beneficial owner of the Placing Shares is, and at the
time the Placing Shares are acquired will be, outside the United States and
acquiring the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the Securities Act;
18. the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in or into or
from the United States except pursuant to an effective registration under the
Securities Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no representation is
being made as to the availability of any exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares;
19. it (and any account for which it is purchasing) is not acquiring
the Placing Shares with a view to any offer, sale or distribution thereof
within the meaning of the Securities Act;
20. it understands that: (a) the Placing Shares are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act; (b)
no representation is made as to the availability of the exemption provided by
Rule 144 for resales of Placing Shares; and (c) it will not deposit the
Placing Shares in a depositary receipt programme in the United States or for
US persons (as defined in the Securities Act);
21. it will not offer, sell, transfer, pledge or otherwise dispose
of any Placing Shares except:
a) in the United States, to a person it reasonably believes to be
a QIB in a transaction meeting the requirements of Rule 144A;
b) in an offshore transaction in accordance with Rules 903 or 904
of Regulation S under the Securities Act; or
c) pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
22. no representation has been made as to the availability of the
exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
23. it understands that the Placing Shares are expected to be issued
to it through CREST but may be issued to it in certificated, definitive form
and acknowledges and agrees that the Placing Shares will, to the extent they
are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY
A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
24. 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;
25. none of Investec, its affiliates and any person acting on behalf
of any 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 that participation in the Placing is on the basis that it is not
and will not be a client of Investec and that Investec has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
26. it will make payment to Investec for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Investec determines in its absolute discretion without liability to the Placee
and it will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
27. no action has been or will be taken by any of the Company,
Investec or any person acting on behalf of the Company or Investec 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;
28. the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the
case may be. Investec and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Investec in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of Investec or
transferred to a CREST stock account of Investec who will hold them as nominee
on behalf of the Placee until settlement in accordance with its standing
settlement instructions with it;
29. it is acting as principal only in respect of the Placing or, if
it is acting for any other person, (a) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person and (b) it is and will remain liable to the
Company and/or Investec 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);
30. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
31. it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom or elsewhere in the EEA prior to the expiry
of a period of six months from Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or an offer to the public in any other member state of the
EEA within the meaning of the Prospectus Directive;
32. it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies etc.) of the
Order, and/or an authorised person as defined in section 31 of the FSMA; and
(b) section 86(7) of the FSMA ("Qualified Investor"), being a person falling
within Article 2.1(e) the Prospectus Directive. For such purposes, it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
33. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that this Announcement has not been
approved by Investec in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an authorised
person;
34. it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of anything
done in, from or otherwise involving the United Kingdom);
35. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant implementing
measure in any member state), the Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the express prior written consent of
Investec has been given to the offer or resale;
36. it has neither received nor relied on any confidential price
sensitive information concerns in the Company in accepting this invitation to
participate in the Placing;
37. none of Investec, any of its affiliates or any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or for any
information previously published by or on behalf of the Company or any other
written or oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating to the
Company, and will not be liable for its decision to participate in the Placing
based on any information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud;
38. neither Investec, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of Investec or its affiliates, agents, directors, officers or employees
is making any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or performance
of any of Investec's rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
39. it acknowledges and accepts that Investec may, in accordance
with applicable legal and regulatory provisions, engage in transactions in
relation to the Placing Shares and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or otherwise
and, except as required by applicable law or regulation, Investec will not
make any public disclosure in relation to such transactions;
40. Investec and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase Placing Shares
and, in that capacity, may retain, purchase, offer to sell or otherwise deal
for its or their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the Placing or
otherwise. Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by, Investec
and/or any of their respective affiliates acting as an investor for its or
their own account(s). Neither Investec nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so;
41. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations 2007 (together, the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations;
42. it is aware of the obligations regarding insider dealing in the
Criminal Justice Act 1993, section 118 of the FSMA and the Proceeds of Crime
Act 2002 and confirms that it has and will continue to comply with those
obligations;
43. in order to ensure compliance with the Money Laundering
Regulations 2007, Investec (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 Investec or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at Investec's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Investec's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Investec (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Investec 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;
44. it acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the contract note will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or
Investec's conduct of the Placing;
45. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has
relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved;
46. it irrevocably appoints any duly authorised officer of Investec
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 or purchase upon the terms of this Announcement;
47. the Company, Investec and others (including each of their
respective affiliates, agents, directors, officers and employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Investec on its own behalf
and on behalf of the Company and are irrevocable;
48. if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority to make,
and does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts;
49. time is of the essence as regards its obligations under this
Appendix;
50. 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 Investec;
51. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
52. these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with English law and it submits to
the exclusive jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any 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 the
Company or Investec in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Investec and each
of their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by Investec, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Investec shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and they should notify Investec accordingly. In
addition, Placees should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Investec in the event that either the
Company and/or Investec have incurred any such liability to such taxes or
duties.
Each Placee and any person acting on behalf of the Placee acknowledges that
Investec does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Investec may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Investec, any money held in an account with Investec 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 Investec's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
DEFINITIONS
In this Announcement, the following expressions have the following meanings,
unless the context requires otherwise:
"Acquisition" the proposed acquisition by the Company of Brimtek pursuant to the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated 10 December 2015 and made between the Company, Digital Barriers Inc., and the Sellers relating to the Acquisition
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange, as amended from time to time
"Board" or "Directors" the board of directors of the Company or any duly authorised committee thereof
"Brimtek" Brimtek, Inc., a Virginia corporation
"CFIUS" the Committee on Foreign Investment in the United States
"Circular" the circular to be sent to Shareholders on the date of this Announcement, containing details of, inter alia, the Acquisition and the Placing, and containing the Notice of General Meeting
"Company" or "Digital Barriers" Digital Barriers plc, a company incorporated and registered in England and Wales under the Act with registered number 07149547
"Completion" completion of the Acquisition in accordance with the terms of the Acquisition Agreement
"CREST" the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
"EBITDA" earnings before interest, tax, depreciation and amortisation
"Enlarged Group" the Group, as enlarged following Completion
"Enlarged Issued Share Capital" the enlarged issued ordinary share capital of the Company immediately following Admission
"FCA" the United Kingdom Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"FY15" the 12 month period ended 31 March 2015
"General Meeting" the general meeting of the Company convened for 10.00 a.m. on 29 December 2015 (or any adjournment thereof) at which the Resolutions will be proposed
"Group" the Company and its Subsidiaries from time to time
"H115" the six month period ended 30 September 2014
"H116" the six month period ended 30 September 2015
"H215" the six month period ended 31 March 2015
"H216" the six month period ending 31 March 2016
"IP" intellectual property
"Investec" Investec Bank plc, the Company's nominated adviser and broker
"Issued Share Capital" the issued ordinary share capital of the Company as at 10 December 2015, being the latest practicable date prior to the publication of this Announcement, being 84,534,810 Ordinary Shares
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice of the General Meeting to be set out in the Circular
"Ordinary Shares" ordinary shares of one penny each in the capital of the Company
"Placing" the conditional placing of the Placing Shares, by Investec as agent for and on behalf of the Company, at the Placing Price pursuant to the terms of the Placing Agreement
"Placing Agreement" the conditional agreement dated 11 December 2015 between the Company and Investec relating to the Placing
"Placing Price" 35 pence per Placing Share
"Placing Shares" the 80,571,429 new Ordinary Shares to be issued pursuant to the Placing
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolutions" the resolutions to be proposed at the General Meeting and to be set out in the Notice of General Meeting
"Sellers" the selling shareholders of Brimtek
"Shareholder" a holder of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction
In the Announcement, references to "pounds sterling", "GBP", "£", "pence" and
"p" are to the lawful currency of the United Kingdom. In the Announcement,
references to "dollars", "USD" and "$" are to the lawful currency of the
United States. Unless otherwise stated, the basis of translation of pounds
sterling into dollars for the purposes of inclusion in this Announcement is
$1.52/£1.00 (being the exchange rate prevailing on 10 December 2015 (being the
latest practicable date prior to the publication of this Announcement)).
This information is provided by RNS
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