REG - TruFin PLC TruFin PLC - Proposed Placing and Open Offer
22/06/2023 17:00
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RNS Number : 6458D TruFin PLC 22 June 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT"),
AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION OR STATE IN
WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
22 June 2023
TruFin plc
("TruFin" or the "Company")
Placing and Open Offer to raise up to £8m and extension of the hit franchise:
Mortal Shell
The Company today announces it is proposing to raise up to approximately £8m,
before expenses, by way of a Placing to raise £7m (the "Placing") and an Open
Offer to raise up to approximately £1m (the "Open Offer", together with the
Placing, the "Share Issue") at a price of 65 pence per share (the "Issue
Price").
The Placing is being conducted through an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this Announcement.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner in relation
to the Placing.
Placing and Open Offer Highlights
· Proposed Placing of £7m (before expenses) to certain institutional
investors and other existing shareholders at the Issue Price.
· Open Offer of up to approximately £1m (before expenses) to
Qualifying Shareholders at the Issue Price.
· Issue Price of 65 pence per New Ordinary Share represents a discount
of 4.4% to the closing mid-market price of the Company's Existing Ordinary
Shares on 21 June 2023, the latest practicable date prior to this
Announcement.
· The net proceeds of the Placing and Open Offer will be used to invest
in Playstack to secure the Mortal Shell franchise (see further detail below)
and provide working capital to the Company.
· Major shareholder, Gresham House Asset Management has indicated its
intention to materially participate in the Placing.
· Upon completion of the Placing and the Open Offer, the 12,313,212 New
Ordinary Shares would represent approximately 11.6% of the Enlarged Share
Capital (assuming the Open Offer is subscribed in full).
· The timing for the close of the Bookbuild and allocation of the Placing
Shares shall be at the discretion of Liberum, in consultation with the
Company. The Placing is not being underwritten.
· The final number of Placing Shares will be agreed by Liberum and
the Company at the close of the Bookbuild, and the result will be announced as
soon as practicable thereafter.
· The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the Placing.
· Completion of the Placing and Open Offer will be conditional
upon, inter alia, the approval by Shareholders of the resolutions to be
proposed at a general meeting of the Company expected to be convened and held
on 10 July 2023 and Admission occurring.
· The Company expects to publish a circular (the "Circular") in
connection with the Placing and Open Offer following the successful closure of
the Bookbuild, in order to convene the General Meeting. Full details of the
Open Offer will also be included in the Circular.
Trading Update
Satago
Satago has hit numerous milestones since Lloyds Bank (the "Bank") selected it
to deliver a new digitised invoice financing platform for the Bank's UK
customers in March 2022. TruFin is also pleased to announce that the Bank
onboarded its first invoice financing customer onto Satago's platform in June
2023. In addition, having signed a Package Deal with Sage Group ("Sage") in
October 2022 to include Satago subscriptions within certain Sage 50 packages,
this embedded finance proposition is now live and available to Sage 50
customers. Satago expects to convert more of its significant and growing
client pipeline during 2023. It will continue to fund technology development
and recruit to strengthen its management team.
To capitalise on its leading market position Satago plans to raise funding in
due course. The TruFin Board remains excited by its growth trajectory and its
potential for significant value creation.
Q1 2023 revenues increased by more than 250% over the same period in 2022, to
no less than £0.5m (unaudited).
Oxygen
Oxygen, the leading early payments programme provider, recorded its second
year of positive EBITDA in the year ended 31 December 2022. In April 2023,
TruFin announced that Oxygen had secured early payment contracts with a
further six local authorities during Q1 2023, taking its public sector client
count to 54.
Oxygen processes early payments to over 13,000 suppliers, supporting its local
authority clients through improved efficiency and savings which help protect
vital frontline services. Oxygen is considering several product investment
opportunities, developed from its strategic client relationships, as it
continues to maximise its value for shareholders.
Q1 2023 revenues increased over the same period in 2022 by over 20%, to no
less than £1.35m (unaudited).
Vertus
Vertus has had a strong start to 2023, writing £3.5m of facilities and making
£2.4m of advances. Its existing book remains resilient - it has yet to
experience a default - and its pipeline is strong. Vertus' loan book stood at
£20.3m as at 30 April 2023. With numerous ways to leverage Vertus' position
in its marketplace the Board is considering how best to capitalise on value
already created by the team.
Q1 2023 revenues increased over the same period in 2022 by more than 100%, to
£0.8m (unaudited).
Playstack
Following multiple successful game launches, Playstack has honed its strategy
as a highly focused, technology-enabled games publisher. From sourcing games
through to portfolio and lifecycle management, Playstack's investment in
proprietary technology makes it uniquely well placed to leverage its position
in the market.
Playstack's latest release, Cityscapes: Sim Builder, launched exclusively on
Apple's subscription service, Apple Arcade, in May 2023. Also slated for
release in 2023 are: Survivor Go and further extensions of the Sniper v
Thieves franchise, both out in July on mobile; AK-xolotl a 'top-down,
rogue-lite shooter' console game out in Q3; and The Last Faith, a highly
anticipated console game, during Q4.
Playstack is in discussions with several global technology platforms as it
looks to maximise the value of its back catalogue and optimise revenue
opportunities for future releases.
Following the success of its Mortal Shell game - which generated revenue of
over £15m since its launch in 2020 - Playstack has now entered into an
agreement to develop and license Mortal Shell 2 and Mortal Shell 3, subject to
completion of the Share Issue, further details of which are set out in the
Reasons for the Share Issue and Use of Proceeds section below.
Q1 2023 revenues increased over the same period in 2022 by more than 9% to no
less than £0.95m (unaudited). The release schedule of high quality mobile and
console games gives the Board confidence that H2 2023 will see a marked
increase in revenues as Playstack targets positive EBITDA and operating cash
generation in 2023.
Unaudited Trading Update & Cash Position
The Group reports unaudited trading for Q1 2023 as follows:
· Revenue - £3.6m (a 44% increase over the same period in 2022)
· Unrestricted cash as at 30 April 2023 - not less than £2.6m
· Net assets as at 30 April 2023 - £36m, of which £18m represents
goodwill
Reasons for the Share Issue
With two of the Group's subsidiaries having reached breakeven and Satago
securing two FTSE 100 partners - Lloyds and Sage - the Group is seeking to
maximise Playstack's value and market positioning as it explores Playstack's
strategic options.
Following the critical acclaim and financial success of Mortal Shell, which
launched in 2020 after three years in development, Playstack has maintained an
excellent relationship with Cold Symmetry, the game's developer. Together they
have explored ways to develop and capitalise on the Mortal Shell franchise.
Anticipating significant demand for Mortal Shell 2, the Company is pleased to
announce that Playstack has signed a Licensing and Publishing Agreement with
Cold Symmetry to develop the next games in the franchise.
Mortal Shell has a game play of eight to 10 hours and has sold more than one
million units to date. Retailing at $29.99 (before promotions) Mortal Shell
has generated more than £15m of gross revenue for Playstack, including £4m
in platform deals - guaranteed income from major technology platforms in
exchange for free content distribution to their subscribers - and net income
to Playstack of £6.7m.
Mortal Shell 2's game play will exceed 30 hours and is expected to retail
between $39.99 and $49.99. Based on the success of Mortal Shell, during its
lifetime Mortal Shell 2 sales are expected to significantly exceed the one
million Mortal Shell units sold. Mortal Shell had a net game margin greater
than 44% and a Return on Equity in excess of 600%. Mortal Shell 2 is expected
to contribute significantly to Playstack's revenues in the year ending 2026.
Under the terms of the Licensing and Publishing Agreement, Playstack will fund
$10m of Mortal Shell 2's $15m expected development cost, with $5m funded by
Cold Symmetry. Playstack will fund $5m of its contribution from the Placing
proceeds with the balance expected to be funded by platform deals. Playstack
is targeting revenue of more than £35m in 2026, with an EBITDA margin of 30%.
Importantly, this Licensing and Publishing Agreement deal also secures
Playstack the option to develop and publish Mortal Shell 3 (subject to Mortal
Shell 2 achieving a revenue target post release). Mortal Shell 3, if
developed, would be financed from the revenue generated from Mortal Shell 2.
The Mortal Shell franchise, alongside further franchises Playstack is looking
to secure, will provide Playstack with significant scale and expand its
strategic options.
Participation of Substantial Shareholders
Gresham House Asset Management ("Gresham"), a 12.15% shareholder in the
Company, has indicated its intention to materially participate in the Placing.
Watrium AS, a 22.99% shareholder in the Company, has also indicated its
intention to materially participate in the Placing.
As Substantial Shareholders in the Company, Gresham House Asset Management and
Watrium AS are Related Parties of the Company and its participations are
expected to constitute Related Party Transactions under Rule 13 of the AIM
Rules for Companies. Further information will be set out as required in future
announcements.
Open Offer
In addition, in order to provide Qualifying Shareholders with the opportunity
to participate in the Share Issue, the Company is providing all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of up to
1,543,982 Open Offer Shares, to raise up to approximately £1 million (before
expenses), on the basis of 1 Open Offer Share for every 61 Existing Ordinary
Shares held on the Record Date, at the Issue Price (the "Open Offer").
Shareholders subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess Application
Facility.
Use of Proceeds
In order to partially fund Mortal Shell 2 and provide the Group with
additional working capital, the Company is proposing to raise gross proceeds
of up to £8m through a Placing of £7m and an Open Offer of up to £1m.
The Company intends to use the net proceeds as follows:
• £4m to be invested in Playstack, and used to
secure the Mortal Shell franchise; and
• the balance of the net proceeds to be used to
provide additional working capital for the Group and allow for incremental
capital allocations to Oxygen and Satago based on ROI expectations.
Following completion of the Placing and the Open Offer, the Group expects to
have sufficient working capital and cash headroom to open up numerous
strategic options for Playstack.
The Company expects shortly to implement a new Long Term Incentive Plan scheme
(LTIP) for up to 5% of the issued share capital of the Company (prior to the
fundraise). This will further incentivise key management of TruFin and its
portfolio companies. A management incentive plan is also expected to be
implemented in Playstack.
Enquiries:
TruFin plc 0203 743 1340
James van den Bergh, Chief Executive Officer
07779 229508
Kam Bansil, Investor Relations
Liberum Capital Limited (Nominated Adviser and Corporate broker) 0203 100 2000
Chris Clarke
Edward Thomas
Cara Murphy
Note:
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of EU
Regulation No. 596/2014 as it forms part of UK domestic law and as defined in,
and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon
the publication of this Announcement via Regulatory Information Service, this
inside information is now considered to be in the public domain. The person
responsible for arranging for the release of this Announcement on behalf of
the Company is Annie Styler, the Company's compliance officer.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions").
The New Ordinary Shares referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except in transactions
exempt from, or not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares are being
offered and sold solely outside the United States in "offshore transactions"
as defined in and pursuant to Regulation S under the Securities Act. No public
offering of New Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant
to an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or Liberum or any of their respective
directors, officers, partners, agents, employees or affiliates that would
permit an offer of the New Ordinary Shares or possession or distribution of
this Announcement or any other publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose is required.
Persons receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member states of the
European Economic area who are "qualified investors", as defined in article 2
(e) of the Regulation (EU) 2017/1129 (together with its delegated and
implementing regulations) (the "EU Prospectus Regulation"), (b) in the United
Kingdom, persons who (i) have professional experience in matters relating to
investments who fall 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 are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in Article 49(2) of the Order and (ii) are
"qualified investors", as defined in Article 2 (e) of the Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation") ("UK
Qualified Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each, a "Relevant Person"). No other person should act on or
rely on this Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the terms of this
announcement, investors represent and agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by Liberum or any other 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 or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the UK Financial Conduct Authority ("FCA"), the London Stock
Exchange or applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings 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 Group.
Liberum, which is authorised and regulated in the United Kingdom by the FCA,
are acting for the Company and for no one else in connection with the Placing
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum or for providing advice in relation
to the Placing, or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of the Company or Liberum or by their affiliates or their
respective agents, directors, officers and employees as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral and
legally binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions set out in this Announcement and to
be providing the representations, warranties, undertakings and
acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
Notice to distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the New Ordinary Shares may decline and investors could lose all
or part of their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Liberum are only procuring investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability of 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 New
Ordinary Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and determining
appropriate distribution channels.
EXPECTED TIMETABLE OF EVENTS
Record Date for the Open Offer 6.00 p.m. on 21 June 2023
Announcement of the results of the Placing via accelerated bookbuild 7.00 a.m. on 23 June 2023
Ex-entitlement date of the Open Offer 8.00 a.m. on 23 June 2023
Posting of Circular and Application Forms 23 June 2023
Open Offer Entitlements credited to stock accounts in CREST of Qualifying 8.00 a.m. on 26 June 2023
CREST Shareholders
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m. on 3 July 2023
from CREST
Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 4 July 2023
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 5 July 2023
market claims)
Latest time and date for receipt of Forms of Proxy 9.00 a.m. on 6 July 2023
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 7 July 2023
full under the Open Offer or settlement of relevant CREST instruction (as
appropriate)
Announcement of result of Open Offer 10 July 2023
General Meeting 9.00 a.m. on 10 July 2023
Admission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 11 July 2023
Expected date for crediting of New Ordinary Shares to CREST stock accounts in 11 July 2023
uncertificated form
Despatch of share certificates in respect of New Ordinary Shares in Within 10 Business Days of Admission
certificated form
Notes
1. All time references in this
announcement are to London, UK time.
2. These dates are given on the basis of
the Board's current expectations and are subject to change. If any of the
above times and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a Regulatory Information
Service and will be available on the Company's website at www.trufin.com.
3. All events in the above timetable
scheduled to take place after the General Meeting are conditional on the
approval by Shareholders of the Resolutions as proposed.
FURTHER DETAILS OF THE PROPOSED PLACING AND OPEN OFFER
The Placing
Liberum, as agent for the Company, has agreed to procure Placees by way of an
accelerated bookbuild process on the terms of the Placing Agreement. Placees
will apply to subscribe for the Placing Shares on the basis of the Terms and
Conditions of the Placing set out in the Appendix to this Announcement. The
Placing is not being underwritten. The Placing Shares are not subject to
clawback and are not part of the Open Offer.
The Board believes that raising equity finance using the flexibility provided
by a non-pre-emptive placing is the most appropriate and optimal structure for
the Company at this time. This allows certain existing institutional holders
and new institutional investors the opportunity to participate in the Placing.
The Placing Agreement contains customary warranties and an indemnity from the
Company in favour of Liberum, together with provisions which enable Liberum to
terminate the Placing Agreement in certain circumstances, including where
there is a material adverse change affecting the Company or the Group prior to
Admission.
The obligations of Liberum under the Placing Agreement are conditional, inter
alia, upon the Resolutions being passed at the General Meeting, and Admission
of the Placing Shares occurring on or before 8.00 a.m. on 11 July 2023 (or
such later date and/or time as the Company and Liberum may agree, being no
later than 31 July 2023).
The Placing Agreement provides for payment by the Company to Liberum of
customary commissions and expenses.
Open Offer
Subject to the fulfilment of the conditions set out below, Qualifying
Shareholders will be able to subscribe for Open Offer Shares in proportion to
their holding of Existing Ordinary Shares held on the Record Date.
Shareholders subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares as an Excess Entitlement, up to the
total number of Open Offer Shares available to Qualifying Shareholders under
the Open Offer. The Open Offer is not underwritten.
The Open Offer will be conditional, inter alia, on the following:
• the Placing Agreement not being terminated prior
to Admission of the Open Offer Shares and having become unconditional in all
respects; and
• Admission of the Open Offer Shares becoming
effective on or before 8.00 a.m. on 11 July 2023 (or such later date and/or
time as the Company and Liberum may agree, being no later than 31 July 2023).
The allotment and issue of the Open Offer Shares will be conditional on
Admission of the Placing Shares, but the Placing is not conditional on
Admission of the Open Offer Shares; if the Placing does not complete, then the
Open Offer will lapse. However, if the Open Offer does not complete, then this
will not prevent the Placing from completing.
If these and the other conditions to the Open Offer are not satisfied or
waived (where capable of waiver), the Open Offer will lapse and will not
proceed and any applications made by Qualifying Shareholders will be rejected.
In these circumstances, application monies received by the Receiving Agent in
respect of Open Offer Shares will be returned (at the Applicant's sole risk),
without payment of interest, as soon as reasonably practicable thereafter.
Lapsing of the Open Offer cannot occur after dealings in the Open Offer Shares
have begun.
Basic Entitlement
Subject to the terms and conditions of the Open Offer, the Company will invite
Qualifying Shareholders to apply for their Basic Entitlement of Open Offer
Shares at the Issue Price. Each Qualifying Shareholder's Basic Entitlement
will be calculated on the following basis:
1 Open Offer Share for every 61 Existing Ordinary Shares held at the Record
Date
Basic Entitlements will be rounded down to the nearest whole number of
Ordinary Shares and any fractional entitlements to Open Offer Shares will be
aggregated and made available under the Excess Application Facility.
Excess Entitlement
Qualifying Shareholders will also be invited to apply for additional Open
Offer Shares (up to the total number of Open Offer Shares available to
Qualifying Shareholders under the Open Offer) as an Excess Entitlement. Any
Open Offer Shares not issued to a Qualifying Shareholder pursuant to their
Basic Entitlement will be apportioned between those Qualifying Shareholders
who have applied for an Excess Entitlement at the sole and absolute discretion
of the Company, provided that no Qualifying Shareholder shall be required to
subscribe for more Open Offer Shares than he or she has specified on the
Application Form or through CREST.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Ordinary Shares in issue at that time, including the right
to receive all dividends and other distributions declared, made or paid after
the date of Admission of the Open Offer Shares. The Open Offer is not being
underwritten.
Qualifying Shareholders should note that the Open Offer is not a "rights
issue". Invitations to apply under the Open Offer are not transferable unless
to satisfy bona fide market claims. Qualifying non-CREST Shareholders should
be aware that the Application Form is not a negotiable document and cannot be
traded. Qualifying Shareholders should also be aware that in the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for pursuant to
the Open Offer (including under the Excess Application Facility) will not be
sold in the market nor will they be placed for the benefit of Qualifying
Shareholders who do not apply for Open Offer Shares under the Open Offer
(including under the Excess Application Facility). The Company reserves the
right to place, with other third party investors at the Issue Price, any Open
Offer Shares that are not taken up by Qualifying Shareholders pursuant to the
Open Offer. Any such placement will be agreed between the Company and Liberum,
in which case Liberum would use its reasonable endeavours to procure such
other subscribers pursuant to the Placing Agreement and such placement will be
subject to the terms and conditions of the Placing as set out in the
announcement issued by the Company in connection with the Share Issue on 23
June 2023.
Overseas Shareholders
Subject to certain exceptions, the Open Offer Shares have not been and are not
intended to be registered or qualified for sale in any jurisdiction other than
the United Kingdom. Accordingly, unless otherwise determined by the Company
and effected by the Company in a lawful manner, the Application Form will not
be sent to Shareholders with registered addresses in, or who are resident or
located in the United States or any other Open Offer Restricted Jurisdiction
since to do so would require compliance with the relevant securities laws of
that jurisdiction. The Company reserves the right to treat as invalid any
application or purported application for Open Offer Shares which appears to
the Company or its agents or professional advisers to have been executed,
effected or despatched in a manner which may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents or
professional advisers believe that the same may violate applicable legal or
regulatory requirements or if it provides an address for delivery of share
certificates for Open Offer Shares outside the UK, or in the case of a credit
of Open Offer Shares in CREST, to a CREST member whose registered address
would not be in the UK.
Notwithstanding the foregoing and any other provision of this document or the
Application Form, the Company reserves the right to permit any Qualifying
Shareholder to apply for Open Offer Shares if the Company, in its sole and
absolute discretion, is satisfied that the transaction in question is exempt
from, or not subject to, the legislation or regulations giving rise to the
restrictions in question.
General
The New Ordinary Shares will represent approximately 11.6 per cent. of the
Company's issued share capital as enlarged by the New Ordinary Shares (the
"Enlarged Share Capital") following Admission (assuming full subscription
under the Open Offer and no further issues of Ordinary Shares prior to the
issue of the New Ordinary Shares). The New Ordinary Shares will be issued
credited as fully paid and will be identical to and rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
future distributions, declared, paid or made in respect of the Ordinary Shares
following the date of Admission.
Application will be made for the New Ordinary Shares to be admitted to trading
on AIM subject to the passing of the Resolutions at the General Meeting. It is
expected that Admission will become effective on 11 July 2023 and that
dealings for normal settlement in the New Ordinary Shares will commence at
8.00 a.m. on 11 July 2023.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Admission admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM the AIM market operated by the London Stock Exchange
Application Form means the application form which will accompany the Circular for Qualifying
non-CREST Shareholders for use in connection with the Open Offer
Basic Entitlement means the pro rata entitlement for Qualifying Shareholders to subscribe for
Open Offer Shares
certificated or in certificated form in relation to a share or other security, a share or other security that is
not in uncertificated form, that is not in CREST
Company or TruFin TruFin plc, a company incorporated and registered in Jersey with registered
number 125245
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in the CREST Regulations)
Enlarged Share Capital the issued share capital of the Company following Admission, as enlarged by
the New Ordinary Shares
Euroclear Euroclear UK & International Limited, the operator of CREST
Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply for
additional Open Offer Shares in excess of the Basic Entitlement in accordance
with the terms and conditions of the Open Offer
Excess Entitlement(s) means the Open Offer Shares for which Qualifying Shareholders may apply under
the Excess Application Facility in addition to their Basic Entitlement
Existing Ordinary Shares the 94,182,943 Ordinary Shares in issue at the date of this Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended
General Meeting the general meeting of the Company expected to be convened at the offices of
Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 10 July 2023 at 9.00 a.m.
at which the Resolutions will be proposed, notice of which will be set out in
the Circular
Group the Company and its Subsidiaries
Issue Price 65 pence per New Ordinary Share
Jersey Jersey, Channel Islands
Liberum Liberum Capital Limited, the Company's broker and nominated adviser
London Stock Exchange London Stock Exchange plc
New Ordinary Shares means the up to 12,313,212 new Ordinary Shares to be issued pursuant to the
Share Issue
Notice of Meeting the notice of General Meeting to be contained within the Circular
Open Offer means the invitation to Qualifying Shareholders to subscribe for Open Offer
Shares at the Issue Price on the basis of 1 Open Offer Share for every 61
Existing Ordinary Shares held on the Record Date on the terms and subject to
the conditions which will be set out or referred to in the Circular and, where
relevant, in the Application Form
Open Offer Entitlement means an entitlement to apply to subscribe for Open Offer Shares pursuant to
the Basic Entitlement and the Excess Entitlement
Open Offer Shares means the up to 1,543,982 New Ordinary Shares for which Qualifying
Shareholders are being invited to apply under the terms of the Open Offer, and
including any such shares which are not subscribed for under the Open Offer
and which the Company places with investors
Ordinary Shares ordinary shares of £0.91 each in the capital of the Company
Overseas Shareholders means Shareholders who are resident in, or who are citizens of, or who have
registered addresses in, territories other than the United Kingdom
Placee means any person who has agreed to subscribe for Placing Shares pursuant to
the Placing
Placing the conditional placing by the Company of the Placing Shares at the Issue
Price
Placing Agreement the conditional agreement dated 22 June 2023 between the Company and Liberum
in connection with the Placing, further details of which will be set out in
the Circular
Placing Shares 10,769,230 new Ordinary Shares in aggregate conditionally subscribed for at
the Issue Price in accordance with the terms of the Placing Agreement
Qualifying CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of members
of the Company at the close of business on the Record Date are in
uncertificated form
Qualifying non-CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of members
of the Company at the close of business on the Record Date are in certificated
form
Qualifying Shareholders means holders of Ordinary Shares on the Company's register of members at the
Record Date (other than certain Overseas Shareholders)
Record Date 6.00 p.m. on 21 June 2023
Registrar Equiniti (Jersey) Limited, the Company's share registrar
Resolutions the resolutions to be proposed at the General Meeting, as set out in the
Notice of Meeting in the Circular
Securities Act means the United States Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Share Issue the Placing and the Open Offer
stock account means an account within a member account in CREST to which a holding of a
particular share or other security in CREST is credited
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK MAR the UK version of EU Regulation No. 596/2014 as it forms part of UK domestic
law and as defined in, and by virtue of, the European Union (Withdrawal) Act
2018
uncertificated or in uncertificated form a share or other security recorded on the relevant register of the share or
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 States or US means the United States of America, its territories and possessions and any
state of the United States and the District of Columbia
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE
REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE
ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "EU
PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL 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 ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS
AMENDED, AS IT FORMS PART OF UK DOMESTIC LAW AND AS DEFINED IN, AND BY VIRTUE
OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS"), AND (C) TO PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFUL TO COMMUNICATE (EACH A "RELEVANT PERSON"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES
IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE
AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons who are invited to and who have chosen to participate in the Placing
(and any person acting on such person's behalf), by making an oral or written
offer to subscribe for Placing Shares will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given. In
particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) 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 any Placing Shares acquired by it as a
financial intermediary within the United Kingdom, 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 or to which the UK Prospectus Regulation otherwise applies other than
UK Qualified Investors or in circumstances in which the prior consent of
Liberum has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in the United Kingdom other than
UK Qualified Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such persons;
3. in the case of any Placing Shares acquired by it as a
financial intermediary within the EEA, 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 any member state of the
European Economic Area or to which the EU Prospectus Regulation otherwise
applies other than EU Qualified Investors or in circumstances in which the
prior consent of Liberum has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any member
state of the EEA other than EU Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as having been
made to such persons;
4. (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are purchasing the Placing Shares
in an "offshore transaction" as defined in and pursuant to Regulation S under
the Securities Act ("Regulation S"); (ii) it is aware of the restrictions on
the offer and sale of the Placing Shares pursuant to Regulation S; and (iii)
the Placing Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S;
5. 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 and
agreements contained in this Announcement;
6. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer restrictions set out
in this Appendix;
7. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred, directly or indirectly, within
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States, and that there will be no public offer of
the Placing Shares in the United States; and
8. the Company and Liberum will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and agreements.
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.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix (or
the Announcement of which it forms part) should seek appropriate advice before
taking any action.
Details of the Placing
Liberum, acting as placing agent, has entered into a placing and open offer
agreement with the Company (the "Placing Agreement") under which, subject to
the conditions set out therein, Liberum has agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the Issue Price.
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects.
The Placing Shares will, when issued, rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive dividends and
other distributions declared, made or paid following Admission.
Application for admission to trading
Applications will be made to the London Stock Exchange plc ("LSE") for
admission of the Placing Shares to be issued pursuant to the Placing
("Admission") to trading on AIM, a market of that name operated by LSE ("AIM")
in accordance with the AIM Rules for Companies. It is expected that Admission
will become effective and that dealings in the Placing Shares will commence on
AIM at 8.00 a.m. on 11 July 2023, and in any event no later than 31 July 2023.
Bookbuild
Liberum will today commence the bookbuilding process in respect of the Placing
(the "Bookbuild") to determine demand for participation in the Placing by
Placees. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Liberum and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
Liberum is arranging the Placing as agent for and on behalf of the Company.
Participation in the Placing will only be available to Placees who may
lawfully be, and are, invited to participate by Liberum. Liberum's agents and
their respective affiliates are each entitled to enter bids in the Bookbuild
as principal.
The number of Placing Shares to be issued will be agreed between Liberum and
the Company following completion of the Bookbuild. The number of Placing
Shares will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Liberum. Each bid should state the
number of Placing Shares which the prospective Placee wishes to acquire at the
Issue Price established by the Company and Liberum. Bids may be scaled down by
Liberum on the basis referred to below.
The Bookbuild is expected to close no later than 7.00 a.m. on 23 June 2023,
but may be closed earlier or later at the absolute discretion of Liberum.
Liberum may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed. The Company reserves the right (upon the
agreement of Liberum) to reduce or seek to increase (subject to the maximum
size referred to in the Announcement) the amount to be raised pursuant to the
Placing.
Liberum will determine in its absolute discretion (in consultation with the
Company) the extent of each Placee's participation in the Placing, which will
not necessarily be the same for each Placee and this will be confirmed orally
or in writing by Liberum as agent of the Company ("Confirmation"). No element
of the Placing will be underwritten. The Confirmation will constitute an
irrevocable legally binding commitment upon that person (who will at that
point become a Placee) to subscribe for the number of Placing Shares allocated
to it at the Issue Price on the terms and conditions set out in this Appendix
(a copy of the terms and conditions having been provided to the Placee prior
to or at the same time as such Confirmation) and in accordance with the
Company's articles of association. Each prospective Placee's allocation and
commitment will be evidenced by a contract note or an electronic trade
confirmation issued to such Placee by Liberum. The terms of this Appendix will
be deemed incorporated by reference therein. For the avoidance of doubt, the
Confirmation constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay the
aggregate settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if any)
subscribed for by any other investor(s).
Liberum reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of an oversubscription under the
Placing. Liberum also reserves the right not to accept offers for Placing
Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to Liberum, on the Company's behalf, the
Issue Price for each Placing Share agreed to be acquired by it under the
Placing in accordance with the terms set out herein. Each Placee's obligation
to acquire and pay for Placing Shares under the Placing will be owed to
Liberum and the Company. Each Placee has an immediate, separate, irrevocable
and binding obligation, owed to Liberum, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Issue Price and the number
of Placing Shares such Placee has agreed to subscribe for. Each Placee will be
deemed to have read and understood this Appendix in its entirety, to be
participating in the Placing upon the terms and conditions contained in this
Appendix, and to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in this Appendix.
To the fullest extent permitted by law and applicable FCA rules (the "FCA
Rules"), neither (i) Liberum, (ii) any of its respective directors, officers,
employees or consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with Liberum as defined in the FCA Rules ((i), (ii)
and (iii) being together "affiliates" and individually an "affiliate"), shall
have any liability to Placees or to any person other than the Company in
respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is
confirmed, settlement for all Placing Shares to be acquired pursuant to the
Placing will be required to be made at the same time, on the basis explained
below under 'Registration and settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions
referred to below under 'Conditions of the Placing' and to the Placing not
being terminated on the basis referred to below under 'Termination of the
Placing Agreement'. In the event that the Placing Agreement does not become
unconditional in any respect or is terminated prior to Admission, the Placing
will not proceed and all funds delivered by the Placee to Liberum in respect
of the Placee's participation will be returned to the Placee at the Placee's
risk without interest.
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 otherwise be capable of rescission or termination
by the Placee.
By participating in the Placing, each Placee is deemed to have read and
understood this Announcement, including the Appendices, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
the Appendices.
To the fullest extent permissible by law, neither the Company, nor Liberum nor
any of their affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular,
neither Liberum nor any of its affiliates shall have any liability (including,
to the extent permissible by law, any fiduciary duties) in respect of
Liberum's conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in respect of the
Placing Shares are conditional on, amongst other things:
(a) the passing of the Resolutions at the General Meeting or any
adjournment thereof;
(b) the Company having complied with all of its material
obligations under the Placing Agreement (to the extent that such obligations
fall to be performed prior to Admission); and
(c) Admission having occurred not later than 8.00 a.m. on 11
July 2023 or such later date as the Company and Liberum may agree, but in any
event not later than 8.00 a.m. on 31 July 2023.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Liberum by the respective
time or date where specified, (ii) any of such conditions becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the Placee's
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
the Placee in respect thereof.
Liberum, at its discretion and upon such terms as it thinks fit, may waive
(where capable of waiver) compliance by the Company with the whole or any part
of any of the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement (including this Appendix).
None of Liberum, the Company or any other person 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 the 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 Liberum.
Termination of the Placing Agreement
Liberum is entitled at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing Shares by
giving notice to the Company if, amongst other things:
(a) the Company has failed to comply with any of its obligations
under the Placing Agreement; or
(b) any statement in this Announcement or any other document or
announcement issued or published by or on behalf of the Company in connection
with the Placing has become or been discovered to be untrue or inaccurate in
any material respect or misleading; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by reference to the
facts and circumstances then existing), untrue or inaccurate in any material
respect or misleading; or
(d) matters have arisen or have been discovered which would, if
this Announcement, or any other document or announcement issued or published
by or on behalf of the Company in connection with the Placing, were to be
issued at that time, constitute a material inaccuracy or omission therefrom;
or
(e) there shall have occurred, happened or come into effect (i)
any outbreak or escalation of hostilities, any attack or act of terrorism, any
declaration of a national emergency or war and any other calamity or crisis of
national or international effect; or (ii) any suspension or limitation of
trading generally on the New York Stock Exchange or the LSE, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices of
securities have been required, by any of said exchanges or by such system or
by order of any governmental authority, or a material disruption has occurred
in commercial banking or securities settlement or clearance services in the
United States or the United Kingdom; or (iii) any material adverse change in
national or international financial, monetary, economic, political or market
conditions, which, in each case, in the opinion of Liberum acting in good
faith makes it impractical or inadvisable to proceed with the Placing.
Upon such 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.
By participating in the Placing, Placees agree that the exercise by Liberum of
any right of termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Liberum and that they need not make any
reference to Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
submitted to be approved by the FCA or submitted to the LSE in relation to the
Placing 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
Company's publicly available information taken together with the information
contained in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement, and subject to the further terms set forth in the contract
note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company, Liberum or any other person and none of
Liberum nor the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. 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 (including this Appendix) to be legal, tax or
business advice. Each Placee should consult its own legal adviser, tax adviser
and/or business adviser for legal, tax and business advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the system administered by CREST, subject to certain exceptions.
Liberum reserves the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees by such other means that it
deems necessary, including in certificated form if, in the reasonable opinion
of Liberum, 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.
Participation in the Placing is only available to persons who are invited to
participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or in writing with Liberum. Such agreement will
constitute a legally binding commitment on such Placee's part to acquire that
number of Placing Shares at the Issue Price on the terms and conditions set
out or referred to in the Appendices and subject to the Company's articles of
association.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic trade confirmation in
accordance with the standing arrangements in place with Liberum, stating the
number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to Liberum 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 that it has in place with Liberum.
Settlement should be through Liberum against CREST ID: 7BUAG. For the
avoidance of doubt, Placing allocations will be booked with a trade date of 10
July 2023 and settlement date of 11 July 2023. Settlement will take place on a
delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account operated by
Liberum as agent for the Company and Liberum will enter their delivery (DEL)
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.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the Bank of England's base rate from time to time.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Company may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
Company's 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 may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on Liberum all such authorities and powers necessary to carry out any
such transaction and agrees to ratify and confirm all actions which Liberum
lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note or electronic trade confirmation
is copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. If there are any other circumstances
in which any stamp duty or stamp duty reserve tax (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue 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 Liberum nor the Company shall be responsible for the payment thereof.
Placees will not be entitled to receive any fee or commission in connection
with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) acknowledges, undertakes, represents,
warrants and agrees (as the case may be) that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Placing and
its acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2. it has received this Announcement solely for its use and
has not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the Placing
(including any electronic copies thereof);
3. no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares;
4. its participation in the Placing shall also be subject to
the provisions of the Placing Agreement and the memorandum and articles of
association of the Company in force both before and immediately after
Admission;
5. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company prior to the
date of this Announcement (the "Publicly Available Information"); (ii) the New
Ordinary Shares are admitted to trading on AIM, and the Company is therefore
required to publish certain business and financial information in accordance
with the rules and practices of AIM (collectively, the "Exchange
Information"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account and that it is able to obtain or access such Exchange 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, and (iii) it has had access to such financial and other
information (including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing and the
Placing Shares, as well as the opportunity to ask questions) concerning the
Company, the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the Placing
Shares and has satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to participate
in the Placing;
6. neither Liberum, the Company nor any of their respective
affiliates, agents, directors, officers, employees or any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company other than the information
included in this Announcement; nor has it requested any of Liberum, the
Company, any of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information;
7. the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that neither Liberum, nor
any person acting on its behalf has or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to subscribe for the Placing Shares is contained
in this Announcement and any Publicly Available Information (including the
Exchange Information), such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and that it has
neither received nor relied on any other information given or representations,
warranties or statements made by Liberum or the Company or their respective
affiliates and neither Liberum nor the Company nor their respective affiliates
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing;
8. to the extent it has received any inside information (for
the purposes of the UK Market Abuse Regulation (the UK version of EU
Regulation No. 596/2014 as it forms part of UK domestic law and as defined in,
and by virtue of, the European Union (Withdrawal) Act 2018, as amended ("UK
MAR")) and section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities, it has not: (a) dealt (or attempted to deal) in
the securities of the Company; (b) encouraged, recommended or induced another
person to deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being made publicly
available;
9. neither Liberum nor any person acting on its behalf nor any
of their respective affiliates has or shall have any liability for any
Publicly Available Information (including any Exchange Information), or any
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10. it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations
2007, the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (the "Regulations") and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof and
the Money Laundering Sourcebook of the FCA 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;
11. if it is a financial intermediary within the United Kingdom,
as that term is used in Article 5(1) of the UK Prospectus Regulation, the
Placing Shares subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than to UK Qualified Investors,
or in circumstances in which the prior consent of Liberum has been given to
the proposed offer or resale;
12. if it is a financial intermediary within the EEA, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the Placing
Shares subscribed for 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 European Economic
Area or to which the EU Prospectus Regulation otherwise applies other than to
EU Qualified Investors, or in circumstances in which the prior consent of
Liberum has been given to the proposed offer or resale;
13. 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 FSMA;
14. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to 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 in and which will not result in an offer to the public in any member
state of the European Economic Area within the meaning of the EU Prospectus
Regulation (including any relevant implementing measure in any member state);
15. 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 the
FSMA) relating to the Placing Shares in circumstances in which section 21(1)
of the FSMA does not require approval of the communication by an authorised
person;
16. it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United Kingdom;
17. if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK
Qualified Investor or is a person to whom this Announcement may otherwise be
lawfully communicated;
18. any offer of Placing Shares may only be directed at persons
in member states of the European Economic Area who are EU Qualified Investors
and represents and agrees that, in the EEA, it is such an EU Qualified
Investor;
19. (i) it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
participation in the Placing (including executing and delivering all documents
necessary for such participation); (iii) it is and will remain liable to the
Company and/or Liberum for the performance of all of 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 Announcement) and will honour such
obligations, and that its subscription of the Placing Shares will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise; (iv) it has paid any
issue, transfer or other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may result in the
Company, Liberum or any of their affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing. Each Placee agrees that the
provisions of this paragraph 19 shall survive the resale of the Placing Shares
by or on behalf of any person for whom it is acting;
20. 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, the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa and that the Placing Shares have not
been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the United
States, or the relevant Australian, Canadian, Japanese, New Zealand or South
African securities legislation and therefore the Placing Shares may not be
offered, sold, transferred or delivered directly or indirectly into the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa
or their respective territories and possessions, except subject to limited
exemptions;
21. it has complied with all relevant laws and regulations of
all relevant territories, obtained all requisite governmental or other
consents which may be required in connection with the Placing Shares, complied
with all requisite formalities and that it has not taken any action or omitted
to take any action which will or may result in Liberum, the Company or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any territory in connection
with the Placing;
22. its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation to prepare
or file a prospectus or similar document or any other report with respect to
such purchase; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the Company;
23. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement on
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Liberum may in its
discretion determine and it will remain liable for any amount by which the net
proceeds of such sale falls short of the product of the Issue Price and the
number of Placing Shares allocated to it 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;
24. none of Liberum nor any of its affiliates, nor 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 Liberum for the purposes of
the Placing and that Liberum 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;
25. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither Liberum nor the Company will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the Company and
Liberum in respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock account of Liberum who will hold them as nominee
on behalf of such Placee until settlement in accordance with its standing
settlement instructions;
26. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and Wales 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, 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 Liberum 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;
27. the rights and remedies of the Company and Liberum under the
terms and conditions in this Announcement 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;
28. it agrees to indemnify on an after tax basis and hold the
Company and Liberum and their respective affiliates 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 in the Appendices
and further agrees that the provisions of the Appendices shall survive after
completion of the Placing;
29. it will acquire any Placing Shares subscribed for by it for
its account or for one or more accounts as to each of which it exercises sole
investment discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
30. its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in the future be made to the terms of
the Placing and that Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's conduct of the
Placing. The foregoing representations, warranties and confirmations are given
for the benefit of the Company and Liberum. The agreement to settle a Placee's
subscription (and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax depends on
the settlement relating only to the subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such agreement
assumes, and is based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing Shares is, or is
acting as nominee or agent for, and that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or stamp duty
reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). 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 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 Liberum 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 notify Liberum accordingly;
31. no action has been or will be taken by any of the Company,
Liberum or any person acting on behalf of the Company or Liberum that would,
or is intended to, permit a public offer of the Placing Shares in any country
or jurisdiction where any such action for that purpose is required;
32. in making any decision to subscribe for the Placing Shares,
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 confirms that it 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, and is
able to sustain a complete loss in connection with the Placing. It further
confirms that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
33. it has (i) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial considerations in
connection herewith to the extent it deems necessary; (ii) had access to
review publicly available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment decision;
(iii) reviewed such information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (iv) made its
investment decision based upon its own judgment, due diligence and analysis
and not upon any view expressed or information provided by or on behalf of
Liberum;
34. it may not rely on any investigation that Liberum or any
person acting on its behalf may or may not have conducted with respect to the
Company or the Placing and Liberum has not made any representation to it,
express or implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition, financial or
otherwise, of the Company, or as to any other matter relating thereto, and
nothing herein shall be construed as a recommendation to it to subscribe for
the Placing Shares. It acknowledges and agrees that no information has been
prepared by Liberum or the Company for the purposes of this Placing;
35. it will not hold Liberum or any of its affiliates or any
person acting on their behalf responsible or liable for any misstatements in
or omission from any publicly available information relating to the Company or
information made available (whether in written or oral form) in presentations
or as part of roadshow discussions with investors relating to the Company (the
"Information") and that neither Liberum nor any person acting on behalf of
Liberum makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
36. the Placee is a person located outside the United States and
is subscribing for Placing Shares only in an "offshore transaction" as defined
in and pursuant to Regulation S;
37. the Placee is not acquiring Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S;
38. it is not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time the
undertaking to subscribe for Placing Shares is given;
39. it has complied and will comply with all applicable
provisions of the Companies (Jersey) Law 1991 with respect to anything done by
it in relation to the Placing Shares in, from or otherwise involving, Jersey;
and
40. the foregoing representations, warranties and confirmations are
given for the benefit of the Company and Liberum and are irrevocable. The
Company, Liberum and their respective affiliates, agents, directors, officers
and employees and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations, warranties and agreements and it
agrees that if any of the acknowledgements, representations, warranties and
agreements made in connection with its acquiring of Placing Shares is no
longer accurate, it shall promptly notify the Company and Liberum. It
irrevocably authorises Liberum and the Company 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 out herein.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or 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. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the warranty
from each Placee, 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 may be payable, for
which neither the Company nor Liberum will be responsible and each Placee
shall indemnify on an after-tax basis and hold harmless the Company, Liberum
and their respective affiliates, agents, directors, officers and employees for
any stamp duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings.
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 outside the United Kingdom by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. Each Placee agrees to indemnify on an
after-tax basis and hold harmless the Company, Liberum and their respective
affiliates, agents, directors, officers and employees from any and all
interest, fines or penalties in relation to any such duties or taxes to the
extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify Liberum accordingly.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that Liberum or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with
Liberum, any money held in an account with Liberum 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 rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Liberum money in accordance with the client money
rules and will be used by Liberum in the course of its own business; and the
Placee will rank only as a general creditor of Liberum.
All times and dates in this Announcement may be subject to amendment. Liberum
shall notify the Placees and any person acting on behalf of the Placees of any
changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser.
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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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