REG - Trakm8 Holdings PLC - Proposed Capital Raising <Origin Href="QuoteRef">TKM8.L</Origin> - Part 2

Trakm8 HoldingsAnnouncement

03/03/2017 07:06

- Part 2: For the preceding part double click  ID:nRSC4131Ya 

behalf of the Company or finnCap 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; 
 
25.        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. 
 
finnCap 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 finnCap in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of finnCap or transferred to
a CREST stock account of finnCap who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing settlement
instructions with it; 
 
26.        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; 
 
27.        it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only; 
 
28.        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; 
 
29.        if it is within the EEA, it is a Qualified Investor as defined in
section 86(7) of the FSMA, being a person falling within Article 2(1)(e) of
the Prospectus Directive; 
 
30.        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
finnCap in its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would apply if it
was made or approved as financial promotion by an authorised person; 
 
31.        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); 
 
32.        it represents and warrants that, 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 finnCap has been given to the offer
or resale; 
 
33.        if it has received any confidential price sensitive information
about the Company in advance of the Placing, it has not: 
 
(a)        dealt in the securities of the Company; 
 
(b)        encouraged or required another person to deal in the securities of
the Company; or 
 
(c)        disclosed such information to any person, prior to the information
being made publicly available; 
 
34.        neither finnCap, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of finnCap 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 finnCap's rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right; 
 
35.        finnCap 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, finnCap
and/or any of its affiliates acting as an investor for its or their own
account(s). Neither finnCap 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; 
 
36.        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; 
 
37.        in order to ensure compliance with the Regulations, finnCap (for
itself and as agent on behalf of the Company) or the Company's registrars may,
in their absolute discretion, require verification of its identity. Pending
the provision to finnCap or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at finnCap's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
finnCap's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity finnCap (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to them, either
finnCap and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited; 
 
38.        acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the contract note will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or
finnCap's conduct of the Placing; 
 
39.        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; 
 
40.        it irrevocably appoints any duly authorised officer of finnCap as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Announcement; 
 
41.        the Company, finnCap 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 finnCap on its own behalf
and on behalf of the Company and are irrevocable; 
 
42.        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; 
 
43.        time is of the essence as regards its obligations under this
Appendix; 
 
44.        any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to finnCap; 
 
45.        the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and 
 
46.        the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the 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 such contract except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with interest chargeable thereon) may be taken by the
Company or finnCap in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange. 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, finnCap 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 finnCap, 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 finnCap 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 finnCap 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 finnCap in the event that either the
Company and/or finnCap have incurred any such liability to such taxes or
duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to finnCap for itself and on behalf of the Company
and are irrevocable. 
 
finnCap is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and finnCap 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. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
finnCap 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 finnCap 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
finnCap, any money held in an account with finnCap on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules: as a consequence this
money will not be segregated from finnCap's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee. 
 
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. Placees
will be notified of any changes. 
 
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 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. 
 
This information is provided by RNS
The company news service from the London Stock Exchange