REG - Various Eateries PLC - Proposed Placing & Conversion of Debt into Equity
06/12/2023 07:00
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RNS Number : 8002V Various Eateries PLC 06 December 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
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OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF VARIOUS EATERIES PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
6 December 2023
Various Eateries plc
("Various Eateries", the "Company" or the "Group")
Proposed Placing to raise approximately £10 million
Proposed Conversion of Debt into Equity
The Company announces it is carrying out a conditional placing to raise
approximately £10 million, before expenses, by way of the issue of new
ordinary shares in the capital of the Company (the "Placing") to certain
existing shareholders and other investors at a price of 25 pence per share
(the "Placing Price"). The Placing Price represents a discount of
approximately 3.9 per cent. to the Closing Price of 26 pence per Ordinary
Share on 5 December 2023, being the Latest Practicable Date prior to the
publication of this Announcement.
The Company also confirms its intention to convert a deep discounted bond
("DDB") held by Friends Provident which operates on an execution only basis on
the sole instruction of Hugh Osmond and certain secured loan agreements
("SLA") with Anella Limited (owned and controlled by Andy Bassadone) and TDR
Capital Limited into new ordinary shares of the Company at the Placing Price.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix II of this Announcement,
unless the context requires otherwise.
Background
The Directors consider that, given the current market conditions, the
Company's financial position and its ambitious roll out plans, it is necessary
to increase the Company's capital and working capital position through the
Placing and reduce its ongoing liabilities with the Conversion. Accordingly,
the Company intends to use the proceeds of the Placing, as well as operational
cash flow for the next 18 months, to deliver, amongst other things the roll
out of up to 10 new Noci sites and up to 3 new Coppa Club sites, including
Cardiff and Farnham. Further details of these plans are set out below.
The following sets out the background to, and the reasons for, the Placing and
the Conversion and explains why the Directors consider the Proposals to be in
the best interests of the Company and its Shareholders as a whole.
About the Group
Various Eateries plc was admitted to trading on AIM on 25 September 2020. It
is the ultimate parent company of the Various Eateries group. Various Eateries
plc owns, develops and operates restaurant, clubhouse and hotel sites in
the United Kingdom. The Group's stated mission is "great people delivering
unique experiences through continuous innovation".
The Group is led by a highly experienced senior team including Andy
Bassadone (Executive Chairman and Managing Director, Noci), Hugh
Osmond (Founder), Sharon Badelek (Chief Financial Officer) and Rebecca Tooth
(Managing Director, Coppa Club) (a non-PLC board position).
The Group operates across 18 locations and has two core brands:
· Coppa Club, a multi-use, all day concept that combines restaurant, terrace,
café, lounge, bar and work spaces
· Noci, a modern, neighbourhood pasta-only concept which serves very
high-quality dishes at reasonable prices. Noci is an evolution of the Group's
iconic Tavolino restaurant at Tower Bridge.
About Noci
Noci is a concept led by Andy Bassadone from inception. Andy had a vision to
re-define the Italian dining-sector and he has previously accomplished a
similar objective with the French dining-sector through his roll out of Côte
Brasserie. Andy is now looking to duplicate this success with Italian food.
Tavolino was the first restaurant in the Group, that included a wide Italian
Brasserie menu including many of the pasta dishes offered in the Noci
restaurants. Tavolino is considered the inspiration behind Noci, and it
continues to be a successful part of the Group.
The Islington restaurant, the first to bear the Noci brand and focused on
pasta dishes, launched in March 2022. In 2023 Noci has expanded into
Shoreditch and Battersea. The offering is specifically designed to address
consumers' desire for high quality food and a great experience despite a
cost-of-living crisis and the Directors believe Noci is ideally suited to take
advantage of reduced competition in this market with an accessible price
point, laid-back atmosphere, and a focus on quality, having already been
featured in the Michelin guide.
In particular, the Directors believe that the Noci flexible format can work
from both large and small sites; although the concept has been designed
specifically to deliver profitability in c.3,000 square foot spaces which the
Directors understand have become challenging for incumbent operators. Market
research has led the Directors to believe there are over 100 suitable sites in
the UK, while the immediate roll out will be largely focused on the Greater
London boroughs.
Part of the funds from the Placing are intended to be applied to roll out up
to 10 new Noci sites over the next 18 months.
About Coppa Club
Coppa Club was designed specifically to address changes in consumer behaviour
which the Directors believe have since been accelerated by Covid. It was
designed to provide a 'clubhouse' that guests could identify as their own
club, without annual membership fees, but which provides the associated
facilities.
Coppa Club is a multi-use all day concept, combining restaurant, café,
lounge, bar and work spaces under one roof (as well as bedrooms, event spaces,
gym and spa facilities in certain flagship locations). Whilst the majority of
Coppa Club's existing estate is located outside of London, its flexible format
allows it to be applied to central London, town-centre locations and existing
hotel sites with ease. The offering incorporates four formats designed to
capitalise on each specific site location:
The Formats are:
· Full-Service Clubhouse: this format typically includes a
restaurant, bar, café, lounge, workspace, gym, outdoor terrace with alfresco
dining, hotel bedrooms, private dining, igloos, events and meeting space. More
commonly suited to affluent residential areas outside of London, the Company's
flagship Coppa Club locations in Streatley, Sonning and Haslemere adopt this
format.
· Club & Brasserie: this format typically includes a restaurant
with all day dining, bar, café, lounge, outdoor terrace with alfresco dining
and igloos. It is more commonly suited to larger city centre locations. The
Company's Tower Bridge Coppa Club is a Coppa Club & Brasserie, as is Coppa
Club, Cobham.
· High Street Hubs: this format typically includes a restaurant,
bar, café and workspace with outdoor seating. It is suited to cities and high
streets in affluent neighbourhoods or town centres that lack community hub
spaces. Coppa Club Henley, Maidenhead and Brighton are High Street hubs.
· Townhouse: this format incorporates a number of drinking, dining,
café and workspace options across several floors and it endeavours to capture
the transition from day to night. It is found on the high streets of cities
and towns. A Coppa Townhouse incorporates space for coffee, working and casual
lunches for day time demands; as well as fine dining options and evening
cocktail lounges for night time entertainment. Coppa Club's Guildford and Bath
are Townhouses.
Coppa Club's all day menu is designed to address consumers' needs at any time
of the day or week, encouraging them to return regularly. Coppa Club does not
offer discounts or voucher schemes. The pricing strategy is focused on
providing high quality at reasonable prices.
The menu is designed to suit all occasions, from coffee, breakfast and weekend
brunches, to lunches, dinner celebrations and late-night drinks. Private
dining is also available for functions, events, corporate workshops, meetings
and weddings, all underpinned with the same philosophy on procurement and
quality ingredients. At the Full-Service Clubhouse locations in Sonning,
Haslemere and Streatley, the Company can cater for a range of events from
small meetings and private dining to parties and large wedding receptions.
Overall the Group has twelve established Coppa Clubs in affluent predominantly
southeast locations. Part of the funds from the proposed Placing will be
utilised to roll out up to 3 new Coppa sites over the next 18 months,
including Cardiff and Farnham which are both planned to be Coppa Townhouses.
Financial Position
A trading update was announced by the Company on 1 November 2023.
Cash at bank at 1 October 2023 was £1.9m (2022: £9.4m).
Market Opportunity
The Directors believe that the market opportunity exists to accelerate a roll
out of both Noci and Coppa Club. For Noci, the Directors believe that having
developed, tested and refined the offering in 4 sites (including Tavolino),
the concept is ready to be scaled up. For Coppa Club the Directors still
believe that changes in consumer behaviour, post-Covid, such as
flexible/hybrid working, present an even bigger opportunity which the Board
want to capitalise on.
In particular, the Board believes the following factors are particularly
compelling when considering the opportunities available to the Company:
· Increased and improved site availability - with a significant
number of sites now available to the Group on competitive rental terms; and in
many cases with fit-outs already funded;
· Landlords keen to offer attractive rents, rent free periods and
landlord contributions to encourage occupancy by financially stable operators;
· Recent changes to planning classification makes it easier to turn
retail into restaurant spaces;
· Reduced competition - the cost-of-living crisis accelerated the
decline of other restaurant groups, especially in the Italian mid-market
sector which Noci focuses on; and
· Change in consumer behaviour towards more flexible working.
The Directors believe that the Group is well positioned for growth because it
has two established brands (Coppa Club and Noci). Furthermore, in the
Directors' experience, in challenging market conditions, focusing on the
top-line, as opposed to maximisation of short term profits through cost
cutting, is fundamental to future success. Accordingly the Directors believe
that by continuing to put guests at the heart of everything the Company does,
for example, by absorbing some of the recent costs rises, the Company will
continue to win market share and customer loyalty.
The Conversion
Various Eateries Trading Limited, a wholly owned subsidiary of Various
Eateries plc, currently has the following indebtedness outstanding:
· a Deep Discounted Bond issued to Friends Provident on 15 April
2023 with a nominal value of £10,801,509 and maturing on 15 April 2024 or
such earlier date as Various Eateries Trading Limited and Friends Provident
may agree; and
· a Secured Loan Agreement under which there is outstanding
principal amount of £392,337 owed to Anella Limited, due to be repaid on 15
April 2024, and £215,351 owed to TDR Capital Limited, which is due to be
repaid on 15 January 2024, or, in both cases, such earlier date as Various
Eateries Trading Limited may agree with Anella Limited or TDR Capital Limited,
as the case may be. Anella Limited is owned and controlled by Andy Bassadone.
The Deep Discounted Bond and the Secured Loan Agreement are each supported by
a debenture issued by Various Eateries Trading Limited.
The Company intends that, conditional on, amongst other matters, completion of
the Placing and shareholder approval, the indebtedness under both the Deep
Discounted Bond and the Secured Loan Agreements will be converted into the
Conversion Shares by the Company issuing the Conversion Shares at the Placing
Price in satisfaction of Various Eateries Trading Limited's obligation to
repay the indebtedness under the Deep Discounted Bond and the Secured Loan
Agreement. The accrued interest on the indebtedness under Secured Loans
Agreement is intended to be settled in cash from existing cash resources. On
the Latest Practicable Date the amount of this accrued interest was
£9,820.06.
Deep Discounted Bond Facility Agreement
VEL Property Holdings Limited, a subsidiary of the Company, intends to enter
into a DDB Facility Agreement, with Xercise 2 Limited, a company owned and
controlled by Hugh Osmond. Under the terms of the DDB Facility Agreement, VEL
Property Holdings Limited would be able to draw down up to £3,018,769, at
rate of 5% above Bank of England Base rate for a period of 15 months, for the
purpose of redeeming the deep discounted bond issued by VEL Property Holdings
Limited to Friends Provident (which operates on an execution only basis on the
sole instruction of Hugh Osmond). The details of this deep discounted bond are
set out in the Company's announcement of 18 July 2023. This deep discounted
bond has a redemption date of 14 January 2024 and in the event that the
Company cannot refinance this deep discounted bond, it is intended that the
DDB Facility Agreement would provide comfort that it can be repaid.
Reasons for the Placing, the Conversion and Use of Proceeds
As set out above, the Company has ambitious roll out plans for the Company
over the next 18 months with plans for up to 10 new Noci sites and up to 3 new
Coppa Club sites, including Cardiff and Farnham. The Company already has a
commitment to open the Cardiff and Farnham Coppa Club sites during calendar
year 2024 and another site is to be identified and sourced, likely within the
south of England. The Placing Proceeds will also be utilised for the costs of
these transactions and for working capital purposes.
The Conversion is considered, by the Independent Directors, to be of strategic
importance to the future of the Company because of the uncertainty with
regards to the Company's ability to repay the associated debt. The
indebtedness under the Deep Discounted Bond is a material sum for the Company,
and it matures in April 2024. There is no certainty that the holder of the
Deep Discounted Bond would extend the repayment terms; that the Group would
have the relevant funds to be able to repay it at the time it matures or that
the Group would be able to source a relevant debt refinancing or fundraising
of the required amount, if necessary.
The capitalisation of the indebtedness under the Deep Discounted Bond and the
Secured Loan Agreement gives the Directors certainty as to the Group's ability
to repay this indebtedness and comfort that the indebtedness can be repaid
without a material cash outflow.
If the Company is unable to implement the Placing and Conversion, the Board
believes it may reduce the Company's ability to complete its planned capital
expenditure and therefore may have a material adverse effect on the Company's
business, financial condition, results of operations and/or prospects.
Major Shareholder Support
Pursuant to the Placing and Conversion, Hugh Osmond, the Company's largest
shareholder, has indicated that Friends Provident (which operates on an
execution only basis on the sole instruction of Hugh Osmond) intends to
participate in the Placing up to a maximum of £5.88 million. Hugh Osmond is
currently interested in 41,616,859 Ordinary Shares which carry 46.76 per cent.
of the Company's voting rights. Of this holding, 37,436,256 Ordinary Shares
are held by Xercise2 Limited; 3,174,603 Ordinary Shares are held by The Great
House at Sonning Limited; and 1,006,000 Ordinary Shares are held by Hugh
Osmond's family members. In addition, holders of a further 416,257 ordinary
shares (0.47 per cent. of the Company's current voting rights) are deemed to
be in concert with Hugh Osmond. Accordingly, assuming such participation in,
and following completion of, the Placing and Conversion, Hugh Osmond and
members of his Concert Party would be interested (for the purpose of the
Takeover Code) in New Ordinary Shares carrying more than 30 per cent. of the
Company's voting share capital (from a shareholding of less than 50 per cent.
of the Company's voting share capital) which would ordinarily result in Hugh
Osmond having to make a mandatory offer under Rule 9 of the Takeover Code.
However, the Panel has indicated they will agree to waive the obligation on
Hugh Osmond (or any person acting in concert with it) to make a mandatory cash
offer under Rule 9 of the Takeover Code that would otherwise arise as a result
of its participation in the Placing, subject to the approval of such waiver by
independent shareholders on a poll ("Rule 9 Waiver Resolution").
In the event that the Rule 9 Waiver Resolution is approved, and on the
assumption that the Placing and Conversion are completed, that Friends
Provident subscribed for the maximum amount cited above, and that no person
exercises any options or other rights to subscribe for Ordinary Shares or New
Ordinary Shares, as at Admission, the maximum aggregate interest of Hugh
Osmond (and any persons acting in concert with him) in shares which carry
voting rights in the Company (for the purpose of the Takeover Code) would be
62.12 per cent.
Placing Details
· Placing of New Ordinary Shares to raise approximately £10
million (before expenses).
· Placing to be conducted via an accelerated bookbuild process
launching today.
· The Placing is conditional upon the passing of the Resolutions at
the General Meeting, including the approval of the Rule 9 Waiver Proposal by
Independent Shareholders.
· The net proceeds raised from the issue of the Placing Shares will
be used for the purposes set out in the paragraphs above.
· The Placing Shares, assuming full take-up and completion of the
Placing, will represent approximately 23.1 per cent. of the Enlarged Share
Capital, including the issue of Conversion Shares (as defined below).
The Placing
WH Ireland Limited is acting as sole bookrunner and broker in relation to the
Placing (the "Broker") and a placing agreement has been entered into today
between the Company and the Broker in connection with the Placing (the
"Placing Agreement"). WH Ireland Limited is also acting as nominated adviser
to the Company, and also Rule 3 adviser in respect of the Rule 9 Waiver.
The Placing Shares are being offered by way of an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this Announcement,
in accordance with the terms and conditions set out in Appendix III to this
Announcement.
A further announcement confirming the closing of the Bookbuild and the number
of Placing Shares proposed to be issued pursuant to the Placing is expected to
be made in due course.
The Placing is not being underwritten and the issue of the Placing Shares is
conditional, inter alia, upon:
· the passing, without amendment, of the Resolutions, including the
Rule 9 Waiver Resolution at the General Meeting;
· the execution of the Conversion documents, and each of the
Conversion documents not having been terminated in accordance with its terms
prior to Admission;
· Admission becoming effective by no later than 8.00 a.m. on 27
December 2023 (or such other time and/or date, being no later than 8.00 a.m.
on 31 January 2024, as the Placing Agent and the Company may agree);
· the conditions in the Placing Agreement being satisfied or (if
applicable) waived; and
· the Placing Agreement not having been terminated in accordance with
its terms prior to Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable,
waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the Existing Ordinary Shares then in issue, including the
right to receive all future distributions, declared, paid or made in respect
of the Ordinary Shares from the date of Admission. The Placing Shares will
represent approximately 23.1 per cent. of the Enlarged Share Capital.
Subject to satisfaction of the relevant conditions, it is expected that
Admission will become effective and dealing in the Placing Shares will
commence, at 8.00 a.m. (London time) on or around 27 December 2023.
The Broker has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including (but not limited to): in the event
that any of the warranties set out in the Placing Agreement are not true and
accurate when given or the Company fails to comply with any of its obligations
prior to Admission. The Broker may also terminate the Placing Agreement if
there has been a material adverse change in national or international
financial, political, economic, monetary or stock market conditions (primary
or secondary) or an imposition of or compliance with any law or governmental
or regulatory order, rule, regulation, restriction or direction which, in the
opinion of a Broker, makes it impractical or inadvisable to proceed with the
Placing or Admission. If this termination right is exercised or if the
conditionality in the Placing Agreement is not satisfied, the Placing will not
proceed.
The timing of the closure of the Bookbuild, the number of Placing Shares and
the allocation of the Placing Shares between Placees is to be determined at
the discretion of the Company and the Broker.
A further announcement will be made following the closure of the Bookbuild,
confirming the results of the Placing and a circular convening the General
Meeting to consider the Resolutions is expected to be despatched shortly.
The expected timetable of principal events in connection with the Placing is
set out in Appendix I to this Announcement.
Options
The Directors believe that it is important for the success and growth of the
Company to employ highly motivated personnel and that equity incentives are
available to attract, retain and reward staff.
The Company had historically awarded options over 4,468,238 Ordinary Shares to
its management team ("Original Options"). These options include options over
642,857 and 300,000 Ordinary Shares granted to Sharon Badelek and Tiffany
Sword, respectively. Additionally, there are joint share ownership
arrangements with Andy Bassadone for 1,428,571 Ordinary Shares and Matt
Fanthorpe for 1,095,238 Ordinary Shares. Following completion of the Placing
and Conversion, it is currently intended that subject to the passing of
Resolutions at the General Meeting, 3,177,976 of the Original Options and all
the joint share ownership arrangements are to be cancelled.
Following completion of the Placing and Conversion and subject to the passing
of Resolutions at the General Meeting, the Company has indicated it intends to
issue new options over 13,483,180 Ordinary Shares to certain directors and
employees of the Company on the following terms:
· All options will vest in three tranches over three years, with
each tranche being exercisable at a 10% uplift to the previous exercise price
(the starting price being the higher of the placing price plus 10% or market
value);
· The options are conditional on the recipient remaining an
employee of VARE at the time of exercise; and
· Once vested, and subject to the employment condition, the options
can be exercised at any time between 3 and 10 years from the date of grant.
Related Party Transactions
Pursuant to the completion of the proposed Placing and Conversion, each of the
following would represent a related party transaction under Rule 13 of the AIM
Rules (together the "Related Party Transactions"):
· the participation in the Placing and the Conversion of debt in to
equity by Hugh Osmond and members of his Concert Party;
· the DDB Facility Agreement between VEL Property Holdings Limited,
a subsidiary of the Company and Xercise2 Limited, a company owned and
controlled by Hugh Osmond;
· the Conversion of debt in to equity by Andy Bassadone; and
· the new option grant
which on completion would require a fair and reasonable opinion in relation to
the terms of each of the Related Party Transactions from the Independent
Directors, having consulted the Company's nominated adviser, WH Ireland
Limited before progressing.
For further information, please contact:
Various Eateries plc Via Alma PR
Andy Bassadone Executive Chairman
WH Ireland Limited Sole Broker and NOMAD Tel: +44 (0)20 7220 1666
Broking
Harry Ansell
Nominated Adviser
Katy Mitchell
Darshan Patel
Isaac Hooper
Alma PR Financial PR Tel: +44 (0)20 3405 0205
David Ison variouseateries@almapr.co.uk (mailto:variouseateries@almapr.co.uk)
Rebecca Sanders-Hewett
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor WH Ireland Limited nor any of their respective associates, directors,
officers or advisers shall be obliged to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
WH Ireland Limited ("WH Ireland"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser exclusively for the
Company and no one else in connection with the contents of this Announcement
and will not regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the contents of this Announcement
nor will it be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on WH Ireland by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder, WH Ireland accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, as to the contents of
this Announcement including its accuracy, completeness or verification or for
any other statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the future. WH
Ireland accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this Announcement or any
such statement. The responsibilities of WH Ireland as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not owed to the
Company or to any director or shareholder of the Company or any other person,
in respect of its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
WH Ireland, which is authorised and regulated in the United Kingdom by the
FCA, is acting as Broker exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on WH Ireland by FSMA or the regulatory regime established
thereunder, WH Ireland accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. WH Ireland
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.
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, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, 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. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares; and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the EU Prospectus Regulation, or the UK
Prospectus Regulation, (as the case may be) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of securities and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent financial
adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.
This Announcement and the terms and conditions set out herein are for
information purposes only and are directed only at persons who are: (a)
persons in Member States who are Qualified Investors; and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have professional
experience in matters relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
(ii) are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all such persons
together being referred to as relevant persons").
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. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
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 the Broker or by any of its affiliates or agents 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 therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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.
APPENDIX I
Expected Timetable of Principal Events
2023
Announcement of the Placing 6 December
Announcement of the results of the Placing 6 December
General Meeting on or around 22 December
Admission and commencement of dealing in New Ordinary Shares at 8.00 a.m. on or around 27 December*
CREST accounts credited in respect of Placing Shares in uncertificated form at 8.00 a.m. on or around 27 December*
Despatch of definitive share certificates in respect of Placing Shares to be within 14 days of Admission*
issued in certificated form
*conditional on the passing of the Resolutions at the General Meeting and
the Placing Agreement otherwise having become unconditional and not having
been terminated in accordance with its terms.
Each of the times and dates set out in the above timetable and mentioned in
this Announcement are subject to change by the Company, in which event details
of the new times and dates will be notified to Placees by the Broker or by an
announcement through a Regulatory Information Service, as the case may be.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Act the Companies Act 2006;
Admission admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
AIM AIM, a market of that name operated by the LSE;
AIM Rules the AIM Rules for Companies published by the LSE, as amended from time to
time;
Announcement this announcement (including the Appendices which form part of this
announcement)
Board or Directors the directors of the Company or any duly authorised committee thereof;
Bookbuild the accelerated bookbuild to be conducted by the Broker pursuant to the
Placing Agreement and this Announcement
Broker WH Ireland Limited
certificated or in certificated form a share or other security not held in uncertificated form (that is, not in
CREST);
Circular the circular dated on or around 6 December 2023 to be sent to Shareholders;
Closing Price the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange
Company or Various Eateries Various Eateries PLC, a company incorporated in England and Wales with
registration number 12698869 whose registered office is situated at 20 St.
Thomas Street, London, England, SE1 9RS;
Compound Compound Management (UK) Limited a company incorporated and registered in
England and Wales (registered number 07566142) and having its registered
office at 23 Beaumont Mews, First Floor, London, England, W1G 6EN;
Concert Party Hugh Osmond, Xercise2 Limited, The Great House at Sonning Limited, Lucy
Potter, The Children of Hugh Osmond, Friends Provident, Tiffany Sword and the
Osmond Capital Limited Connected Persons who are considered to be acting in
concert with each other in relation to the Company for the purpose of the
Takeover Code;
Conversion the proposed satisfaction of the indebtedness outstanding under the Deep
Discounted Bond and the Secured Loan Agreement by the allotment and issue of
the Conversion Shares at the Placing Price;
Conversion Shares 45,636,788 Ordinary Shares proposed to be issued to Friends Provident, Anella
Limited and TDR Capital Limited pursuant to the Conversion;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear which facilitates the holding and transfer of title to
shares in uncertificated form;
DDB Facility Agreement the agreement between VEL Property Holdings Limited and Xercise2 Limited as
detailed in the section titled Conversion above;
Deep Discounted Bond or DDB the bond issued by Various Eateries Trading Limited to Friends Provident;
Enlarged Share Capital the issued share capital of the Company as enlarged by the issue of the
Conversion Shares and the Placing Shares;
Existing Ordinary Shares the 89,008,477 Ordinary Shares in issue at the date of this Announcement;
EU Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area;
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part IV of FSMA;
FPI or Friends Provident Friends Provident International Ltd, a company incorporated and registered in
the Isle of Man (number 11494) and having its registered office at Royal
Court, Castletown, Isle of Man IM9 1RA. Friends Provident operates on an
execution only basis on the sole instruction of Hugh Osmond
FSMA the Financial Services and Markets Act 2000 (as amended);
General Meeting the general meeting of Various Eateries plc to be held at 10 a.m. on 22
December 2023 (or any reconvened meeting following any adjournment of the
general meeting) at the offices of WH Ireland Limited, 24 Martin Lane, London,
EC4R 0DR, notice of which is set out at the end of the Circular;
Group the Company and its subsidiaries;
Independent Directors Sharon Badelek, Glyn Barker and Gareth Edwards;
Independent Shareholders shareholders who are independent of a person who would otherwise be required
to make a Rule 9 Offer and any person acting in concert with him or her (as
defined by the Takeover Code) which, for the purposes of the Rule 9 Waiver
Proposal, does not include members of the Concert Party or exisiting
Shareholders who participated in the Placing;
Latest Practicable Date 5 December 2023, being the latest practicable date prior to publication of
this Announcement;
LSE or London Stock Exchange London Stock Exchange plc;
New Ordinary Shares the Placing Shares and the Conversion Shares;
Notice or Notice of General Meeting the notice of the General Meeting to be set out in the Circular;
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company;
Osmond Capital Limited Connected Persons being Andrew Bradshaw, John Gripton and Ash Pandore;
Panel The Panel on Takeovers and Mergers;
Placees subscribers for Placing Shares;
Placing the conditional placing of the Placing Shares pursuant to the Placing
Agreement;
Placing Agreement the conditional agreement dated 5 December 2023 between the Company and WH
Ireland in connection with the Placing;
Placing Price 25p;
Placing Shares approximately 40,000,000 New Ordinary Shares to be issued pursuant to the
Placing;
Proposals the Placing, the Conversion and Rule 9 Waiver Proposal;
Publicly Available Information any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement;
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
Resolutions the resolutions to be proposed at the General Meeting and set out in the
Notice, which shall include the resolutions required to grant the Directors
authority to issue the Placing Shares and Conversion Shares, and to approve
(on a poll vote of independent shareholders) the Rule 9 Waiver Resolution;
Rule 9 Offer a mandatory offer under Rule 9 of the Takeover Code;
Rule 9 Waiver Proposal the waiver granted by the Panel (conditional on the approval of the Waiver
Resolution by the Independent Shareholders) of the obligation that would
otherwise arise for the Concert Party to make a Rule 9 Offer under the
Takeover Code as a consequence of the allotment and issue to it (or members of
it) of the Conversion Shares and the Placing Shares;
Rule 9 Waiver Resolution Resolution 1, as set out in the Notice of General Meeting, which is to be
taken on a poll of Independent Shareholders in accordance with the
requirements of the Takeover Code;
Secured Loan Agreement or SLA the agreement between Various Eateries Trading Limited, Xercise2 Limited, Zeta
Shares Limited, TDR Capital Nominees Limited and Anella Limited;
Shareholders the holders of Ordinary Shares;
Takeover Code the City Code on Takeovers and Mergers;
uncertificated or in uncertificated form recorded on the register of members of Various Eateries plc 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;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Prospectus Regulation the EU Prospectus Regulation as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended, as amended by The Prospectus
(Amendment, etc) (EU Exit) Regulations 2019;
WH Ireland W H Ireland Limited, a company incorporated in England and Wales with company
number 02002044 whose registered office is situated at 24 Martin Lane, London
EC4R 0DR; and
£, pounds, penny or pence sterling, the lawful currency of the United Kingdom.
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT 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, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKER,
QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I)
QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT
HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN
SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO
ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, 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. 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. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH 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 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 JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN 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, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
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 or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, 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 the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
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" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; such
securities offer no guaranteed income and no capital protection; and an
investment in such securities 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Broker
will only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; 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.
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.
These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each Placee hereby agrees with
the Broker and the Company to be bound by these terms and conditions. A Placee
shall, without limitation, become so bound if the Broker confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing Agreement, under which
the Broker has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price. The Placing is not being underwritten by
the Broker or any other person.
The number of the Placing Shares will be determined following completion of
the Placing. The timing of the closing of the Placing and the number and
allocation of Placing Shares, are at the discretion of the Broker, following
consultation with the Company. Allocations will be confirmed orally or by
email by the Broker following the close of the Placing. A further announcement
confirming these details will then be made as soon as practicable following
completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares and the Conversion Shares, including the right to receive all
dividends and other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the New Ordinary Shares. Subject (amongst other things) to the
passing of the Resolutions, it is expected that settlement of any such shares
and Admission will become effective on or around 8.00 a.m. on or around 27
December 2023 and that dealings in the New Ordinary Shares will commence at
that time.
Placing
The Broker will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Placing Price. 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.
The Broker and the Company shall be entitled to effect the Placing by such
alternative method to the Placing as it may, in its sole discretion,
determine.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of,
the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Broker.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be determined by
the Broker, in consultation with the Company, following completion of the
Placing. The results of the Placing, including the number of Placing Shares,
will be announced on a Regulatory Information Service following completion of
the Placing.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone to their usual contact at the Broker. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
subscribe. Bids may be scaled down by the Broker on the basis referred to in
paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of the Broker. The Company reserves the right to reduce or seek
to increase the amount to be raised pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by the
Broker, following consultation with the Company. Each Placee's allocation will
be confirmed to Placees orally, or by email, by the Broker following the close
of the Placing and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. Oral or emailed confirmation from the Broker will
give rise to an irrevocable, legally binding commitment by that person (who at
that point becomes a Placee), in favour of the Broker and the Company, under
which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with the Broker's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the close
of the Placing detailing the results of the Placing and the number of Placing
Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (after consultation with the Company)
and may scale down any bids for this purpose on such basis as it may
determine. The Broker may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Placing will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with the
Broker's consent, will not be capable of variation or revocation from the time
at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Broker 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.
11. Irrespective of the time at which a Placee's allocation pursuant to
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".
12. All obligations of the Broker under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of
the FCA, neither the Broker, nor any of its affiliates, agents, directors,
officers or employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Broker, nor any of its respective affiliates, agents,
directors, officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the Broker's
conduct of the Placing or of such alternative method of effecting the Placing
as the Broker and the Company may determine.
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 Broker's obligations under the Placing Agreement are conditional
on, inter alia:
1. the Resolutions having been duly passed at the General Meeting;
2. the delivery by the Company to the Broker of certain documents
required under the Placing Agreement;
3. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to Admission;
5. the issue and allotment of the New Ordinary Shares, conditional
only upon Admission;
6. Admission becoming effective by no later than 8.00 a.m. on 27
December 2023 or such other date and time as may be agreed between the Company
and the Broker, not being later than 8.00 a.m. on 31 January 2024 (the "Long
Stop Date"); and
7. the Placing Agreement not having been terminated by the Broker in
accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Broker by the respective time or date where specified (or such later time or
date as the Broker may notify to the Company, being not later than the Long
Stop Date); (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 Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee in respect
thereof.
The Broker may, at its discretion and upon such terms as it thinks fit, waive,
or extend the period for (subject to the Long Stop Date), 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, save that the condition
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Broker, the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances,
including, inter alia:
1. if any of the warranties given in the Placing Agreement are not
true and accurate or are misleading when given;
2. the Company has failed to comply with its obligations under the
Placing Agreement in the period prior to Admission;
3. any matter or circumstance arises, or is likely to arise, as a
result of which any of the conditions set out in the Placing Agreement will
not be satisfied or (if possible to be waived) waived by the requisite time
and/or date;
4. there has been any material change in, or any development likely
to involve a prospective material change in, or affecting, the condition
(financial, operational, legal or otherwise), earnings, business, management,
properties, assets, rights, results of operations or prospects of any Group
Company;
5. there has been, or is reasonably likely to occur, a material
adverse change in national or international monetary, political, financial or
economic conditions or currency exchange rates or foreign exchange controls
which has a material adverse effect on the operation of any of the principal
financial and investment markets in the United Kingdom or otherwise has a
material adverse effect in respect of the Placing and Admission; or
6. trading generally on any stock exchange or in any over the
counter market in the United Kingdom is materially disrupted, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices have
been required, by any United Kingdom exchange or by any United Kingdom
governmental authority, or a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United Kingdom,
in the sole judgement of the Broker.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Broker
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Broker and that the Broker need
not make any reference to Placees in this regard and that neither the Broker
nor any of its respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and Placees'
commitments will be made solely on the basis of the information contained in
the Announcement (including this Appendix) and the Publicly Available
Information. 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 that it has not relied on any other information
(other than the Publicly Available Information), representation, warranty, or
statement made by or on behalf of the Company or the Broker or any other
person and neither the Broker, 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 and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by the
Broker, the Company or their respective officers, directors, employees or
agents. 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. Neither the Company nor the Broker
are making any undertaking or warranty to any Placee regarding the legality of
an investment in the Placing Shares by such Placee under any legal, investment
or similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial 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
Following closure of the Placing, each Placee allocated Placing Shares in the
Placing will be sent a trade confirmation or contract note in accordance with
the standing arrangements in place with the Broker, stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate amount owed
by such Placee (in pounds sterling) and a form of confirmation in relation to
settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Broker in
accordance with the standing CREST settlement instructions which they have in
place with the Broker.
Settlement of transactions in the Placing Shares (ISIN: GB00BM9BZK23)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Broker 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 if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing LIBOR rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Broker 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
Broker's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify the Broker on demand
for any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) 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 the Broker such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully takes in pursuance of such sale. Legal
and/or beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of 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 or securities transfer tax. Neither the Broker nor the
Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Broker for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Broker of any right or discretion under
the Placing Agreement shall be within the absolute discretion of the Broker
and the Broker need not have any reference to it and shall have no liability
to it whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no rights against
the Broker or the Company, or any of their respective officers, directors,
employees agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Broker nor
any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and 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 any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or the UK, respectively, other than
Qualified Investors or in circumstances in which the prior consent of the
Broker 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,
or the UK respectively, other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or the
UK Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the
Broker to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that the Broker is not acting for
it or its clients, and that the Broker will not be responsible for providing
the protections afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares 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 that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that the Broker or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of the Broker, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Broker, it is not and was
not acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Placing Shares was given and it is not
acquiring Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, Japan, New
Zealand, the Republic of South Africa or a corporation, partnership or other
entity organised under the laws of Australia, Canada, Japan, New Zealand,
the Republic of South Africa and that it will not (unless an exemption under
the relevant securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Australia,
Canada, Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New Zealand, the
Republic of South Africa and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities Commission
of any province or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities and
Investments Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or the South
African Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable
it to give its commitment to subscribe for and/or purchase the Placing Shares
and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. that, unless otherwise agreed by the Broker, it is a Qualified
Investor;
21. that, unless otherwise agreed by the Broker, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
22. 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 section 21(1) of FSMA
does not require approval of the communication by an authorised person;
23. that any money held in an account with the Broker (or its nominee) on
its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from the Broker's (or its nominee's) money in
accordance with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a general
creditor of the Broker;
24. that it will (or will procure that its nominee will) if applicable,
make notification to the Company of the interest in its Ordinary Shares in
accordance with the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in
all or any of the Placing Shares which it is subscribing for under the Placing
unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Broker as its agent
for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered
as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation
or financial product advice and that neither the Broker nor the Company has
considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker 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 this Appendix and further agrees that the
Company and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Broker and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Broker for itself
and on behalf of the Company and will survive completion of the Placing and
Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or the Broker to provide
any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Broker shall notify it of
such amendments;
34. that (i) it has complied with its obligations under the Criminal
Justice Act 1993 and MAR, (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering and Terrorist Financing
Regulations 2019 and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the United
States Department of State; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Broker such evidence, if any, as to the identity or location
or legal status of any person which the Broker may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Broker on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be subscribed for by it
or at its direction pursuant to the Placing being reduced to such number, or
to nil, as the Broker may decide in its absolute discretion;
35. that it will not make any offer to the public within the meaning of
the EU Prospectus Regulation or the UK Prospectus Regulation of those Placing
Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stockbroker or fund manager it confirms that in purchasing
the Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an execution
only basis or under specific instructions to purchase the Placing Shares for
the account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions 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 the Broker in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that the Broker may, in its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and
42. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, the Broker and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Broker for themselves
and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Broker.
The agreement to settle a Placee's subscription and/or purchase (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 a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Broker 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 UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the Company
and/or the Broker have incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice
and notify the Broker accordingly.
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 UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Broker shall notify the Placees and any person
acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. 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 the Broker or by any of its respective affiliates or agents 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 therefore is expressly
disclaimed.
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