REG - Van Elle HoldingsPLC - Proposed placing to raise approximately £6.67m
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
9 April 2020
Van Elle Holdings plc
("Van Elle", the "Company" or the "Group")
Proposed placing to raise approximately £6.67 million
Equity fundraising as part of a liquidity strategy to manage risk and position the Company to respond quickly as the market recovers
Van Elle Holdings plc (AIM: VANL), a leading UK geotechnical engineering company offering a wide range of ground engineering techniques and services to customers in a variety of UK construction end markets, announces that further to its COVID-19 update announced on 26 March 2020 (the "COVID Update"), the Company is undertaking a placing to raise gross proceeds of approximately £6.67 million (the "Placing").
Placing highlights
· Proposed placing of up to 26,666,650 new ordinary shares of 2 pence each in the Company (the "Placing Shares"), to raise gross proceeds of approximately £6.67 million
· The net proceeds are expected to:
o provide the Company with sufficient headroom to withstand a COVID-19 downside scenario and in conjunction with additional debt finance which the Group is currently exploring; and
o ensure the Company is well placed and sufficiently capitalised in order to respond quickly as its market recovers
· The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this announcement in accordance with the terms and conditions set out in the Appendix
· The Placing Shares represent approximately 33 per cent. of the Company's existing issued share capital
· The Placing Shares have been placed at a price of 25 pence per share (the "Placing Price") which represents a discount of 21 per cent. to the closing price of 31.5 pence per share on 8 April 2020
· Certain Directors and senior management, including Mark Cutler, Group CEO and Graeme Campbell, CFO intend to participate in the Placing totalling in aggregate £92,500
· The timing of the close of the Bookbuild and allocation of the new ordinary shares shall be at the absolute discretion of Peel Hunt LLP, in consultation with the Company. The Placing is not being underwritten.
Reasons for the Placing and Trading Update
As set out in the COVID Update, the impact of the pandemic and the response measures taken by the UK Government are having a significant and direct impact on the Group. It was noted that many customer sites, particularly in housing and regional construction sectors, had closed and some suppliers had suspended their operations. The Board anticipated that further temporary closures may occur and operational disruption would continue, and in the period since the COVID Update, the Company has experienced further disruption to trading and its supply chain. It is now expected that these market conditions will result in a significant reduction in Group revenues in the period from March to May, and visibility over the recovery profile remains unclear at this time.
In the period since mid-March, activity levels have been impacted to varying degrees across the Group's key end markets. Whilst all of the Group's housebuilding sites are currently closed, most infrastructure (road and rail) sites remain active, albeit with increased logistical challenges in order to comply with best working practices and widespread materials disruption. In the regional construction sector, many sites are closed however there are indications that certain of these sites are re-opening on a carefully managed basis.
The Board has been quick to identify a number of cost management initiatives to conserve cash and manage liquidity during this period of uncertainty, which it is implementing. These initiatives include:
· the furloughing of over 200 staff (representing approximately 40% of the Group's workforce);
· the introduction of part time working together with a recruitment freeze;
· a 20 per cent. temporary pay reduction for the Board and the executive team;
· working to agree deferral of payments with suppliers where possible;
· the temporary closure of the Group's precast concrete factory together with an associated inventory reduction programme;
· a freeze on non-essential capital expenditure and research and development expenditure;
· negotiations into deferral of rent, rates and hire purchase payments, where appropriate; and
· a review of potentially saleable surplus property and rig assets.
Taken together and in the context of reduced cash flow incomes from lower revenues, the Board estimates that measures it is taking could result in compensatory cashflow improvements of approximately £5.3 million for the financial year ended 30 April 2021 (FY21).
In order to assess the potential impact of the COVID 19 situation on the Group, the Board has modelled a series of scenarios to reflect what it believes to be the range of potential outcomes for financial performance in FY21. Based on its current assessment of the short-term outlook and informed by customer discussions, the Board's mid-case assumptions envisage that Group revenue would be approximately 25% below its plan for FY21. This assumes that Group revenue levels reduce to 40% of plan in May 2020 before recovering to approximately 80% in September 2020 and being maintained at around this level for the remainder of the year.
As part of this exercise, the Group has also modelled a downside case which reflects the impact of a more severe and extended period of disruption than currently expected (the 'Downside Case'). Under the Downside Case, Group revenue for FY21 is assumed to be below 60% of planned levels. In this scenario, Group revenue would reduce to a low of approximately 30% of plan in May, before recovering gradually to approximately 65% of plan for the second half. In each scenario, the impact of this reduced revenue, offset in part by the mitigating actions the Board believes are within its control, are reflected in reduced profitability and cash generation expectations.
As at 31 March 2020, the Company had cash on hand of £4.0 million, a £0.9 million term loan repayable in August 2020 and an undrawn overdraft facility of £2.5 million. The overdraft facility currently expires on 30 June 2020, however negotiations have commenced with its lending bank with the intention of agreeing an extension of this facility. In addition, the Board believes the Group should be able to leverage its unencumbered plant & equipment and working capital asset base to secure additional financing of at least £5m. The Group is actively exploring such arrangements, including asset-backed and invoice discounting facilities, which will form part of its long-term capital structure strategy and support Van Elle's growth strategy.
Whilst the Board expects to negotiate new facilities in due course, it does not believe it is appropriate either to rely on this in the short term given the uncertainty presented by the current backdrop or to take on debt which would leave the Company excessively leveraged as it emerges from the period of reduced activity. As such, the Company is today undertaking an equity fundraising to provide additional financial flexibility in the short term and to work to ensure that the Group has sufficient liquidity headroom, even under a Downside Case scenario. The Board believes that any incremental financing secured by the Group in the coming months would provide further liquidity headroom and capacity to support growth investment as its markets recover. Over the medium term the Board is committed to maintaining a conservative capital structure with a long-term leverage target of < 1.5x net debt/EBITDA.
Whilst the recovery profile remains unclear at present, the Board believes that the long-term opportunity for the Group remains significant. Van Elle is one of the UK's largest ground engineering contractors, with a strong market position and brand recognition, delivering approximately 1,000 projects annually.
Approximately 50% of the Group's revenue is normally derived from the residential market, which is underpinned by a number of structural growth factors, as well as an evolution in construction methods. Van Elle has longstanding relationships with major UK house builders which, together with its broad offering and proprietary products, leave it well positioned in this sector. A further 30% of Group revenue is derived from infrastructure related projects. In this area, Van Elle is a recognised leader in ground engineering with a strong market position. As such the Group sees significant opportunity from both large-scale investment programmes (including Network Rail's CP6 programme, Highways England's RIS2 and High Speed 2) as well as ongoing regional infrastructure requirements.
The Group has an extensive rig fleet, having invested approximately £50m in recent years. This provides the Group with the capability to support increased activity levels and with a low level of further investment required in the next three years.
Prior to the onset of the COVID-19 situation, the Board believes that good progress had been made in strengthening the Group's operational and commercial capability. The new management team have a clear strategy for the Group, with many initiatives already implemented. As construction markets recover from the current situation, the Board believes that the Group has the potential to capitalise on the opportunities in front of it, with medium term objectives for revenue growth of 5-10% per annum, underlying operating margins of 7-8% and a return on capital employed of 15-20%.
As set out in the COVID Update, the Board decided to cancel the interim dividend declared in January as part of its liquidity focussed response to the current backdrop. Given the inherent cash generation capability of the Group, the Board recognises the importance of dividends as part of the overall shareholder value proposition for Van Elle and will continue to keep the situation under review. On the basis of a strengthened financial position and a recovery in the Group's markets and trading performance, the Board would expect to reinstate an appropriate and meaningful dividend once this period of disruption has passed, supporting the Board's confidence in the long-term prospects for the Group.
Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) ("MAR") prior to its release as part of this announcement and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
For further information please contact:
Van Elle Holdings plc
Tel: 01773 580 580
Mark Cutler, Chief Executive
Graeme Campbell, Chief Financial Officer
Peel Hunt LLP - Nominated Adviser and Broker
Tel: 020 7418 8900
Jock Maxwell Macdonald
Sohail Akbar
Mike Bell
Edward Allsopp
Instinctif Partners - Financial PR
Tel: 020 7457 2020
Mark Garraway
James Gray
Rosie Driscoll
About Van Elle
Van Elle is one of the UK's largest ground engineering contractors offering a wide range of ground engineering techniques and services to customers in a variety of UK construction end markets, delivering over 1,000 projects annually. The business was founded in 1984 and admitted to trading on AIM in 2016.
Van Elle operates end-to-end solutions across three distinct business divisions:
General Piling: this division delivers drilled, augered, bored and driven piling solutions to customers in a broad range of end markets;
Specialist Piling: this division provides piling solutions in environments with access and operational constraints which require the use of specialist piling rigs and techniques, including on-track rail environments; and
Ground Engineering services: this division comprises the housing division, including the Smartfoot modular foundation system and Strata, the Geotechnical division.
The Company is focussed on three key growth markets: Residential, Infrastructure and Regional Construction.
Details of the Placing
The Company is proposing to raise approximately £6.67 million (before expenses) pursuant to the Placing. The price per Placing Share is 25 pence.
The Placing will be conducted by Peel Hunt in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will determine demand for, and participation in, the Placing. The Bookbuild will commence immediately following this Announcement and is expected to close later today.
The timing of the close of the Bookbuild is at the absolute discretion of Peel Hunt, in consultation with the Company, and Peel Hunt reserves the right to close the Bookbuild process earlier or later without further notice. The allocations will be determined by Peel Hunt in its absolute discretion, in consultation with the Company, and will be confirmed orally by Peel Hunt following the close of the bookbuilding process. A further announcement will then be made as soon as practicable following the completion of the Bookbuild. The Placing is not being underwritten.
The Placing is conditional, inter alia, upon:
· The Company having complied with its obligations under the placing agreement which has been entered into between the Company and Peel Hunt (the "Placing Agreement") and certain documentation relating to the cashbox placing (as discussed below) to the extent that such obligations are required to be performed on or prior to Admission;
· The delivery to the Company of certain customary documentation;
· The publication of the results of the Placing via a regulatory information service by no later than 4.00 p.m. on 9 April 2020 (as soon as reasonably practicable thereafter); and
· Admission of the Placing Shares taking place no later than 08.00 a.m. on 15 April 2020 (or such later time and/or date as Peel Hunt may agree but in any event not later than 8.00 a.m. on 7 May 2020.
If any of the conditions are not satisfied or waived, the Placing shares will not be issued and all monies received from participants in the Placing ("Placees") will be returned to them (at the Placees' risk and without interest) as soon as possible.
The Placing Agreement contains customary warranties given by the Company to Peel Hunt as to matters relating to the Company and its business and a customary indemnity from the Company to Peel Hunt in respect of liabilities arising out of or in connection with the Placing. The Placing Agreement also contains customary rights of termination which could enable Peel Hunt to terminate the Placing prior to Admission in certain limited circumstances. Further information on the Placing Agreement is set out in the Appendix to this Announcement.
The Placing Shares will represent approximately 33 per cent. of the existing issued share capital and will, when issued, be credited as fully paid and will rank, pari passu, in all respects with the Company's existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.
The Placing is to be effected by way of a non-pre-emptive cashbox placing. The structure has been chosen as it minimises cost, time to completion and use of management time at an important and unprecedented time for the Company. Certain members of the Board have consulted with the Company's major institutional investors ahead of the release of this Announcement. The Board has concluded the Placing is in the best interests of shareholders and wider stakeholders and will promote the success of the Company. This conclusion has been endorsed by that consultation. An additional benefit of using a cashbox structure over a conventional structure is that some of the cash received by the Company can be accounted for as distributable reserves.
Admission, Settlement and CREST
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will become effective and that trading will commence in the new ordinary shares at 08.00 a.m. on 15 April 2020.
The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Ordinary Shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST. The Placing Shares due to uncertificated holders are expected to be delivered in CREST on 15 April 2020.
IMPORTANT NOTICE
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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
No action has been taken by the Company or Peel Hunt or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, persons connected with them as defined in FSMA (as defined below) (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), (B) if in the United Kingdom, qualified investors who 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 fall within the definition of "high net worth companies, unincorporated associations etc." in Article 49(2)(a) to (d) of the Order or (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, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement 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, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.
The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. None of the information in this Announcement has been independently verified or approved by Peel Hunt or any of its Affiliates.
Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding 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 Company'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 London Stock Exchange or applicable law, the Company and Peel Hunt and their respective Affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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 Company.
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively 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 its clients 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 Peel Hunt or by their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL HUNT WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" FALLING WITHIN THE MEANING OF ARTICLE (2)(E) OF THE PROSPECTUS REGULATION; (B) IF IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Peel Hunt or their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it or any part of it in or into the United States.
This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer or invitation to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. No copy or part of this Announcement or the information contained in it may be published or distributed, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.
No action has been taken by the Company, Peel Hunt or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about, and observe, any such restrictions.
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 Company.
Peel Hunt, is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively 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 its clients or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
By participating in the Placing, each Placee is deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with Peel Hunt. Pursuant to the Placing Agreement, Peel Hunt has agreed, subject to the terms set out in such agreement, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares. Peel Hunt will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Peel Hunt will subscribe for ordinary shares and fixed rate redeemable preference shares in Project Voyager Funding Limited for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and fixed rate redeemable preference shares in Project Voyager Funding Limited that will be issued to Peel Hunt.
Application for Admission
Application will be made to London Stock Exchange plc for admission of the Placing Shares to trading on AIM ("Admission"). Admission is expected to become effective on or around 15 April 2020 (or such later date as Peel Hunt may agree as the date for Admission but in any event not later than 7 May 2020) and dealings in the Placing Shares will commence on the same day.
Principal terms of the Placing
1 Peel Hunt is acting as bookrunner, broker and agent of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.
2 Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by Peel Hunt to participate. Peel Hunt and any of its Affiliates are entitled to enter bids in the Bookbuild as principal.
3 The price per Placing Share (the "Placing Price") will be 25 pence and will be payable to Peel Hunt (as agent for the Company) by all Placees. No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
4 The completion of the Bookbuild will be determined by Peel Hunt in its absolute discretion following consultation with the Company and the results of the Placing shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.
5 To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for.
6 The Bookbuild is expected to close later today but may be closed earlier or later at the absolute discretion of Peel Hunt in consultation with the Company. Peel Hunt may, in agreement with the Company, accept bids either in whole or in part that are received after the Bookbuild has closed and allocate Placing Shares after the time of any initial allocation to any person submitting a bid after time.
7 Each prospective Placee's allocation will be determined by Peel Hunt in its absolute discretion following consultation with the Company and will be confirmed orally or in writing by Peel Hunt to such Placees, and a trade confirmation will be dispatched as soon as practicable thereafter and the terms and conditions of this Appendix will be deemed incorporated into the trade confirmation.
8 Peel Hunt's oral and/or written confirmation to any person of an allocation of Placing Shares will give rise to an immediate, separate, irrevocable and legally binding commitment by that person, in favour of Peel Hunt and the Company, under which it agrees and is obligated to (i) acquire the number of Placing Shares allocated to it and (ii) pay Peel Hunt (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to it and that the Company has agreed to allot and issue to that Placee, on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Peel Hunt's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted. The Company will make a further Announcement following the close of the Bookbuild detailing the number of Placing Shares for which Placees have been procured. Each Placee's obligation will be owed to the Company and to Peel Hunt.
9 Subject to paragraphs 4 and 5 above, Peel Hunt may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine.
10 The Company reserves the right (upon agreement with Peel Hunt) to reduce or seek to increase the amount to be raised pursuant to the Placing.
11 Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Peel Hunt's consent will not be capable of variation or revocation after the time at which it is submitted.
12 Except as required by law or regulation, no press release or other announcement will be made by Peel Hunt or the Company using the name of any Placee (or its agent) in its capacity as Placee (or agent) other than with such Placee's prior written consent.
13 Irrespective of the time at which the Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time on the basis explained below under "Registration and Settlement".
14 All obligations under the Placing will be subject to fulfilment (or where applicable, waiver) of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Rights to terminate under the Placing Agreement".
15 By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
16 To the fullest extent permissible by law and applicable FCA rules, neither Peel Hunt nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person other than the Company whether acting on behalf of a Placee or otherwise. In particular, neither Peel Hunt nor any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Peel Hunt and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Peel Hunt under the Placing Agreement are conditional, inter alia, on the following "Conditions":
1 the Company having complied with its obligations under the Placing Agreement in so far as they are required to be performed prior to Admission;
2 the delivery to the Company of certain customary documentation;
3 the placing supplement in the form appended to the Placing Agreement having been executed by the Company and Peel Hunt by no later than 12.00 noon (London Time) on today's date, being 9 April 2020;
4 the publication by the Company of the announcement of the Placing Price through a Regulatory Information Service by 4.00 p.m. on the day of the execution of the placing supplement (or such other later time and date as Peel Hunt may determine); and
5 Admission taking place not later than 8.00 a.m. on 15 April 2020 (or such later date as Peel Hunt may agree as the date for Admission but in any event not later than 8.00 a.m. on 7 May 2020).
If any of the conditions becomes incapable of being fulfilled (and, to the extent permitted under the Placing Agreement, is not waived) or shall not have been satisfied in all respects in each case by the relevant time and date specified in the Placing Agreement (or such later time and / or date as the Company and / or Peel Hunt may agree), the Placing Agreement shall terminate. In the event that the Placing Agreement terminates in this manner, or if the Placing Agreement is terminated in any of the circumstances specified below under "Rights to terminate under the Placing Agreement", the Placing will lapse and each Placee's rights and obligations hereunder shall cease and terminate at such time and no claim may be made by a Placee in respect thereof. Neither the Company, nor Peel Hunt nor any of their respective Affiliates shall have any liability to any Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and/or Peel Hunt.
Peel Hunt may in its absolute discretion extend or waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only (i) if any of the conditions in the Placing Agreement becomes incapable of being fulfilled or shall not have been satisfied or (to the extent capable of being waived) waived by the date specified therein (or such later time and/or date as the Company and / or Peel Hunt may agree), or (ii) in the circumstances described below under "Rights to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.
Rights to terminate under the Placing Agreement
Peel Hunt may, at any time before Admission, terminate its obligations under the Placing Agreement by giving notice to the Company if it shall come to the attention of Peel Hunt that, inter alia:
1 the application for Admission is refused by the London Stock Exchange or, in the opinion of Peel Hunt in pursuant of its duties as nominated adviser, will not be granted;
2 any statement contained in this Announcement or certain of the other documents delivered in relation to the Placing is or has become untrue or incorrect or misleading, or any matter has arisen which would (if the documents delivered in relation to the Placing were issued or entered into at that time) constitute a material omission from the Announcement or such other documents and which Peel Hunt considers to be material and adverse in the context of the Admission;
3 any of the warranties in the Placing Agreement was breached or was untrue, inaccurate or misleading when made and / or that any of the warranties in the Placing Agreement have ceased to be true or accurate or has become misleading in each case by reference to the facts and circumstances subsisting at that time;
4 the Company or JerseyCo has not complied with, or cannot comply, with any of its obligations under the Placing Agreement or any of the Placing Documents and / or the Transaction Documents (each as defined in the Placing Agreement) or otherwise relating to the Placing and Admission;
5 there are any facts or circumstances existing giving an entitlement on the part of Peel Hunt, its parent undertakings and subsidiary undertakings (as those terms are defined in the Companies Act 2006) to make a claim under the indemnity given pursuant to clause 11.1 of the Placing Agreement, in each case in any respect which, in the opinion of Peel Hunt, is material and adverse in the context of the Placing and Admission;
6 in the opinion of Peel Hunt, a Material Adverse Change (as defined in the Placing Agreement) has occurred (whether or not forseeable at the date of the Placing Agreement); or
7 in the opinion of Peel Hunt there has occurred (i) a Material Adverse Change in the financial markets of the United Kingdom, the United States, any member states of the European Union or international financial markets, (ii) any outbreak of hostilities or escalation thereof or act or incidence of terrorism or other calamity or crisis, national or international emergency or war, (iii) any change (or development involving a prospective change) in national or international monetary, political, financial or economic conditions, or currency exchange rates or foreign exchange controls or in market sentiment, or (iv) any other crisis of international or national effect (including, but not limited to, in the opinion of Peel Hunt, a significant worsening of the situation relating to COVID-19 in the United Kingdom), which in any such case would, in the opinion of Peel Hunt, be likely to prejudice the success of the Placing, dealings in the Placing Shares following Admission (as the case may be) or which makes it impractical or inadvisable to proceed with the Placing and / or Admission in the manner contemplated in this Announcement.
Upon termination, the Company and Peel Hunt shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that the exercise by Peel Hunt of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Peel Hunt and that Peel Hunt will not need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Peel Hunt and the Company (or the Company's directors, officers or employees) shall not have any liability whatsoever to the Placees in connection with any such exercise.
No prospectus
No offering document or prospectus has been or will be prepared, submitted or approved by the FCA in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Peel Hunt and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Peel Hunt (other than the amount of the relevant Placing participation in the oral and/or written confirmation given to Placees and the trade confirmation referred to above) or any of its Affiliates, any persons acting on its behalf or the Company and neither Peel Hunt nor any of its Affiliates, nor any persons acting on behalf of the foregoing, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).
By participating in the Placing, each Placee acknowledges, and agrees with Peel Hunt, for itself and as agent for the Company that, except in relation to the information obtained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYX4TP46) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by Peel Hunt and is expected to occur on 15 April 2020. Peel Hunt reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with Peel Hunt stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Peel Hunt and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Peel Hunt.
A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Peel Hunt's receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as Peel Hunt and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Company or Peel Hunt may sell (and each of them is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Peel Hunt (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company (and to Peel Hunt) for the full amount of any losses or shortfall and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on Peel Hunt all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which Peel Hunt lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Peel Hunt 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 participating in the Placing, each Placee (and any person acting on such Placee's behalf):
1 represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this Announcement (including this Appendix);
2 acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
3 acknowledges that the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
4 represents and warrants that it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current;
5 agrees to indemnify on an after-tax basis and hold harmless each of the Company, Peel Hunt, their Affiliates and any person acting on behalf of any of the foregoing from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement including this Appendix and further agrees that the provisions of this Announcement including this Appendix shall survive after completion of the Placing;
6 acknowledges that neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested Peel Hunt or any of its Affiliates or any person acting on their behalf to provide it with any such material or information;
7 acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for Placing Shares is the information contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for Placing Shares and acknowledges that it is not relying on any investigation that Peel Hunt, any of its Affiliates or any person acting on behalf of any of the foregoing may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
8 represents and warrants that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for Placing Shares. It further represents and warrants that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It also represents and warrants that it has had sufficient time to consider and has conducted its own investigation with respect to the offer and subscription for Placing Shares, including the tax, legal and other economic considerations, and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
9 represents and warrants that it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under the Market Abuse Regulation (EU 596/2014) ("MAR");
10 represents and warrants that it has the funds available to pay for the Placing Shares it has agreed to subscribe for and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Peel Hunt may determine;
11 acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Peel Hunt, its Affiliates or any person acting on behalf of any of the foregoing and understands that (i) neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing has or shall have any liability for public information or any representation; (ii) neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this Announcement or otherwise; and (iii) neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of this Announcement or otherwise;
12 represents and warrants that (i) it is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement including this Appendix) which may be required thereunder and has complied with all necessary formalities; (iii) it has all necessary capacity and authority and is entitled to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations, and to make the representations and agreements contained on this Appendix; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (v) it has not taken any action which will or may result in the Company, or Peel Hunt or any of its Affiliates or any person acting on behalf of any of the foregoing being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and (vi) if it is a pension fund or investment company it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
13 represents and warrants that it is outside of the United States and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act;
14 represents and warrants that it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in any Restricted Jurisdiction, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of any Restricted Jurisdiction and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
15 represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale;
16 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in the United Kingdom or any member state of the European Economic Area except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in a member state of the European Economic Area within the meaning of the Prospectus Regulation;
17 represents and warrants that it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a qualified investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;
18 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by Peel Hunt in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
19 represents and warrants that it is aware of, has complied with and will comply with all applicable laws with respect to anything done by it, or on its behalf, in relation to the Placing Shares (including, without limitation, all relevant provisions of FSMA and the Financial Services Act 2012) in respect of anything done in, from or otherwise involving the United Kingdom;
20 represents and warrants that it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations;
21 represents and warrants that if it is in a Member State of the European Economic Area or the United Kingdom, it is a Relevant Person. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
22 represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
23 undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any trade confirmation issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either Peel Hunt or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the Placing proceeds of such Placing Shares and may be required to bear any costs, commissions, 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 acknowledges that if it has received any confidential price sensitive information (including inside information as defined under MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of MAR and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
25 acknowledges that it is aware of its obligations regarding insider dealing, including, without limitation, as contained within in the Criminal Justice Act 1993 and MAR, and confirms that it has and will continue to comply with those obligations;
26 acknowledges that neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and that neither Peel Hunt nor any of its Affiliates nor any person acting on behalf of any of the foregoing has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Peel Hunt's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
27 acknowledges that it irrevocably appoints Peel Hunt and any of its duly authorised officers as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
28 represents and warrants that any person who confirms to Peel Hunt on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Peel Hunt to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
29 acknowledges that the agreement to settle each Placee's allocation of Placing Shares (and/or the allocation of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable and the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and acknowledges that neither the Company nor Peel Hunt will be responsible. If this is the case, the Placee should take its own advice and notify Peel Hunt accordingly;
30 represents and warrants that it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Peel Hunt, the Company, any of their respective Affiliates nor any person acting on behalf of any of the foregoing will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Peel Hunt on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
31 acknowledges that the Placing Shares will be issued subject to the terms and conditions set out in this Announcement (including this Appendix);
32 acknowledges that in order to ensure compliance with the Money Laundering Regulations, Peel Hunt (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Peel Hunt or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Peel Hunt's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at Peel Hunt's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, Peel Hunt (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
33 acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Peel Hunt, any money held in an account with Peel Hunt on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of its business; and the Placee will rank only as a general creditor of Peel Hunt;
34 acknowledges and understands that the Company, Peel Hunt and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties, agreements and undertakings which are given to Peel Hunt and the Company and are irrevocable;
35 acknowledges that time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;
36 acknowledges that the basis of allocation will be determined by Peel Hunt in its absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
37 irrevocably authorises the Company and Peel Hunt to produce this Announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement;
38 acknowledges that its commitment to subscribe for Placing Shares on the terms set out in this Announcement including this Appendix will continue notwithstanding any amendment that may in future be made to the terms 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;
39 acknowledges that Peel Hunt, and its Affiliates, acting as an investor for its or their own account(s) may subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Peel Hunt and/or any of its Affiliates acting as investors for their own account(s). Each Placee further acknowledges that Peel Hunt and its Affiliates may enter into financing arrangements and swaps with investors in connection with which Peel Hunt and any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Peel Hunt nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
40 if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and
41 acknowledges that its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation to thereto, shall be governed by and construed in accordance with English law and that the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Peel Hunt or the Company in any jurisdiction.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Peel Hunt (for their own benefit and, where relevant, the benefit of their respective Affiliates) and any person acting on their behalf and are irrevocable.
No claim shall be made against the Company, Peel Hunt or their respective Affiliates or any other person acting on behalf of any of the foregoing by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Peel Hunt will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Peel Hunt in the event that either of the Company and/or either of Peel Hunt has incurred any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. Peel Hunt shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that Peel Hunt does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
The rights and remedies of Peel Hunt and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Peel Hunt:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
Information 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 Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i)compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's ordinary shares may decline and investors could lose all or part of their investment; the Company's ordinary shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
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 rns@lseg.com or visit www.rns.com.ENDROIKZGGDRLRGGZG
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