REG - Velocys PLC - Fund raise of approximately £18.4 million <Origin Href="QuoteRef">VLSV.L</Origin> - Part 2
15/01/2018 07:05
- Part 2: For the preceding part double click ID:nRSO8393Ba
"Lansdowne" Lansdowne Partners (UK) LLP of 15 Davies Street, London, W1K 3AG
"London Stock Exchange" London Stock Exchange plc
"Link Asset Services" a trading name of Link Market Services Limited
"New Ordinary Shares" the Firm Placing Shares and the Open Offer Shares
"Notice of General Meeting" the notice of General Meeting
"Numis" Numis Securities Limited, a private limited company incorporated in England & Wales under registered number 2285918 and having its registered office at 10 Paternoster Square, London EC4M 7LT
"Official List" the Official List of the UKLA
"Open Offer" the offer to Eligible Shareholders, constituting an invitation to apply for the Open Offer Shares at the Placing Price on the terms and subject to the conditions set out in the Circular and, in the case of Eligible Non-CREST Shareholders, in the Application Form
"Open Offer Entitlements" entitlements to subscribe for Open Offer Shares pursuant to the Basic Entitlement and Excess Entitlement
"Open Offer Shares" 44,057,946new Ordinary Shares to be issued in connection with the Placing and Open Offer
"Ordinary Shares" ordinary shares of 1 penny each in the capital of the Company
"Other Brokers" MC Peat & Co LLP, Turner Pope Investments (TPI) Limited and Capital Access Group Limited
"Overseas Shareholders" holders of Ordinary Shares who are resident in, or citizens of, countries outside of the UK
"Placing" the conditional placing of 44,057,946new Ordinary Shares with Henderson and Lansdowne, subject to clawback to satisfy valid acceptances by Eligible Shareholders under the Open Offer
"Placing Agreements" the Joint Broker Placing Agreement and the other conditional agreements relating to the Firm Placing between the Company and each of the Other Brokers
"Placing Letters" the letters between Numis and each of Henderson and Lansdowne relating to the Placing
"Placing Price" 10 pence per New Ordinary Share
"Receiving Agent" Link Asset Services, a trading name of Link Market Services Limited
"Record Date" 5.00 p.m. on 11 January 2018, being the record date for the Open Offer
"Registrar" Link Market Services Limited, a private limited company incorporated in England & Wales under registered number 02605568 and having its registered office at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
"Regulations" the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting
"Restricted Jurisdiction" any jurisdiction except the UK. Jurisdictions outside the UK include, but are not limited, to the United States, Canada, Australia, New Zealand, the Republic of South Africa and Japan
"Shareholders" the holders of Ordinary Shares from time to time, each individually being a "Shareholder"
"SMBC" Sumitomo Mitsui Banking Corporation
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of the United States and the District of Colombia
"$" the lawful currency of the United States
"£" the lawful currency of the United Kingdom
GLOSSARY
The terms set out below have the following meanings throughout this document,
unless the context requires otherwise.
"EPC" engineer, procurement and construction
"FEED" front end engineering design
"FID" final investment decision
"IRR" interest rate of return
"NPV" net present value
"Renewable Identification Number" or "RIN" a renewable identification number assigned to a batch of biofuel to track its production, use and trading as required by the Renewable Fuel Standard
"Renewable Transport Fuel Obligation" the Renewable Transport Fuel Obligation Order published 5 November 2012
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE FIRM PLACING FOR INVITED FIRM PLACEES ONLY
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND PROJECTIONS
WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE GROUP ("FORWARD-LOOKING
STATEMENTS") WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING ANTICIPATED RESULTS
TAKEN FROM THE GROUP'S CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY
OR MAY NOT PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS
"ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY",
"PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR
OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY,
PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING
STATEMENTS REFLECT CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND
VARIOUS OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES AND
SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR RESULTS AND WILL NOT
NECESSARILY BE ACCURATE INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE
ACHIEVED. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH
FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO
REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT AS
REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR APPLICABLE
LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE. NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A
PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO
MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE
FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED
EARNINGS PER SHARE OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (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, NEW ZEALAND, CANADA, JAPAN OR SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (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 IN (A) OR (B)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVENT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH FIRM
PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN FIRM PLACING SHARES.
In this Appendix, unless the context requires, "FirmPlacee" means a Relevant
Person (including individuals, funds or others) who has been invited to, and
who chooses to, participate in the Firm Placing and by whom or on whose behalf
a commitment to subscribe for Firm Placing Shares has been given.
No representation or warranty, express or implied, is made or given by or on
behalf of the Company or Canaccord Genuity Limited ("Canaccord") or Numis
Securities Ltd ("Numis"), the Company's nominated adviser, or any of their
respective affiliates (within the meaning of Rule 405 under the US Securities
Act of 1933, as amended (the "Securities Act") or any of such persons'
directors, officers or employees or any other person as to the accuracy,
completeness or fairness of the information or opinions contained in this
Announcement and no liability whatsoever is accepted by the Company, Numis,
Canaccord or any of such persons' Affiliates, directors, officers or employees
or any other person for any loss howsoever arising, directly or indirectly,
from any use of such information or opinions or otherwise arising in
connection therewith.
This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Firm Placing Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. In
particular the Firm Placing Shares referred to in this Announcement 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 will be offered or sold only outside of the United States in
accordance with Regulation S under the Securities Act.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Firm
Placing Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
United States, Australia, New Zealand, Canada, Japan or South Africa.
Accordingly, the Firm 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, New Zealand,
Canada, Japan or South Africa or any other jurisdiction outside the United
Kingdom.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
action. Persons into whose possession this Announcement comes are required by
the Company, Canaccord and Numis to inform themselves about, and observe, any
such restrictions.
This Announcement does not constitute a recommendation concerning any
investors' options with respect to the Firm Placing. Investors and prospective
investors should conduct their own investigation, analysis and evaluation of
the business and data described in this Announcement. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be construed
as legal, business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax
advice.
Firm Placees will be deemed: (i) to have read and understood this
Announcement, including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Firm Placing Shares on the terms and
conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Firm Placing Shares. Any investment decision to buy Firm
Placing Shares in the Firm Placing must be made solely on the basis of
publicly available information, which has not been independently verified by
Numis and Canacord.
The Firm Placing Shares to be issued pursuant to the Firm Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange plc.
1. DETAILS OF THE FIRM PLACING
1.1 Numis and Canaccord today entered into an agreement with the Company
(the "Joint Broker Placing Agreement"). The Company has also entered into
agreements with the Other Brokers (, together with the Joint Broker Placing
Agreement, the "Placing Agreements"). Under the Placing Agreements, subject
to certain conditions, Numis, Canaccord and the Other Brokers, as agents for
and on behalf of the Company, have agreed to use their respective reasonable
endeavours to procure Firm Placees for the Firm Placing Shares at the Placing
Price. The Firm Placing is not being underwritten by Numis, Canaccord nor the
Other Brokers.
1.2 The Firm Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive dividends and other distributions
declared or made after the date of issue of the Firm Placing Shares.
1.3 Separately, the Open Offer Shares have been conditionally placed
with two of the Company's existing shareholders, Henderson and Lansdowne,
subject to clawback to satisfy valid acceptances by Eligible Shareholders
under the Placing and Open Offer.
2. APPLICATIONS FOR ADMISSION TO TRADING
2.1 Application will be made to the London Stock Exchange for admission
to trading of the Firm Placing Shares on its AIM market ("Application").
2.2 It is expected that Admission will become effective at 8.00 a.m. on
1 February 2018 ("Admission") and that dealings in the Firm Placing Shares
will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF THE FIRM PLACING
3.1 Numis and Canaccord are acting as joint brokers and as agents for
the Company in connection with the Firm Placing, Application and Admission.
Numis and Canaccord are each authorised and regulated in the United Kingdom by
the FCA, and are each acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of Numis and Canaccord or for providing advice in
relation to the matters described in this Announcement.
3.2 Participation in the Firm Placing is only available to persons who
may lawfully be, and are invited to participate in it by Numis and Canaccord.
Numis and Canaccord and their respective Affiliates are each entitled to
participate in the Firm Placing as principals.
3.3 The placing price will be a fixed price of 10 pence per Firm
Placing Share (the "PlacingPrice"). No commissions will be paid to Firm
Placees or by the Firm Placees in respect of any Firm Placing Shares.
3.4 Each prospective Firm Placee's allocation of Firm Placing Shares
will be confirmed to prospective Firm Placees orally by Numis, Canaccord or
one of their respective Affiliates, and a contract note will be dispatched as
soon as practicable thereafter as evidence of such Firm Placee's allocation
and commitment. The terms and conditions of this Appendix will be deemed
incorporated into the contract note. That oral confirmation will constitute an
irrevocable legally binding commitment upon that person (who at that point
will become a Firm Placee) in favour of the Company and Numis or Canaccord (as
applicable) to subscribe for the number of Firm Placing Shares allocated to it
at the Placing Price on the terms and conditions set out in this Appendix and
in accordance with the Company's articles of association and each Firm Placee
will be deemed to have read and understood the announcement in its entirety.
An offer to acquire Firm Placing Shares, which has been communicated by a
prospective Firm Placee to Numis or Canaccord (as applicable) which has not
been withdrawn or revoked prior to publication of this Announcement shall not
be capable of withdrawal or revocation immediately following the publication
of this Announcement without the consent of Numis or Canaccord (as
applicable).
3.5 Each Firm Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to Numis or Canaccord, as applicable (as agents
of the Company), to pay the relevant entity (or as it may direct) in cleared
funds immediately on settlement an amount equal to the product of the Placing
Price and the number of Firm Placing Shares such Firm Placee has agreed to
subscribe for and the Company has agreed to allot and issue to that Firm
Placee. Each Firm Placee's obligation will be owed to the Company and to Numis
or Canaccord, as applicable.
3.6 Irrespective of the time at which a Firm Placee's allocation
pursuant to the Firm Placing is confirmed, settlement for all Firm Placing
Shares to be subscribed for pursuant to the Firm Placing will be required to
be made at the same time, on the basis explained below under "Registration and
Settlement".
3.7 All obligations under the Firm Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the Firm Placing" and
to the Firm Placing not being terminated on the basis referred to below under
"Termination of the Joint Broker Placing Agreement".
3.8 By participating in the Firm Placing, each Firm Placee will agree
that its rights and obligations in respect of the Firm Placing will terminate
only in the circumstances described below and will not be capable of
rescission or termination by the Firm Placee.
3.9 To the fullest extent permitted by law and applicable FCA rules,
neither (i) Numis, (ii) any of its directors, officers, employees or
consultants, or (iii) to the extent not contained with (i) or (ii), any person
connected with Numis as defined in FSMA ((i), (ii) and (iii) being together
"Affiliates" and individually an "Affiliate"), shall have any liability
(including to the extent permissible by law, any fiduciary duties) to Firm
Placees or to any person other than the Company in respect of the Firm
Placing.
3.10 To the fullest extent permitted by law and applicable FCA rules,
neither (i) Canaccord, (ii) any of its directors, officers, employees or
consultants, or (iii) to the extent not contained with (i) or (ii), any
Affiliate of Canaccord), shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Firm Placees or to any person
other than the Company in respect of the Firm Placing.
3.11 No commissions will be paid to Firm Placees or by the Firm Placees
in respect of any Firm Placing Shares.
4. CONDITIONS OF THE FIRM PLACING
4.1 Numis' and Canaccord's obligations under the Joint Broker Placing
Agreement in respect of the Firm Placing Shares are conditional on, amongst
other things:
(a) none of the warranties in the Joint Broker Placing Agreement (i)
being untrue and inaccurate or misleading to an extent which, in any such
case, would be material, or (ii) on and as of the date of the Joint Broker
Placing Agreement and again at Admission becoming untrue, inaccurate or
misleading to an extent which, in any such case, would be material by
reference to the facts and circumstances then subsisting;
(b) the Company allotting, subject only to Admission, the Firm Placing
Shares in accordance with the Joint Broker Placing Agreement;
(c) certain publication of announcement obligations (including with
respect to this Announcement);
(d) the compliance by the Company with all its obligations which are
required to be performed or satisfied on or prior to Admission;
(e) the respective obligations of Numis and Canaccord under the Joint
Broker Placing Agreement not having been terminated prior to Admission; and
(f) Admission occurring by 8:00am on 1 February 2018 (or such later
time and date as Numis and Canaccord (acting together) may agree in unity with
the Company not being later than 8:00 a.m. on 15 February 2018).
4.2 If (i) any condition contained in the Joint Broker Placing Agreement
in relation to the Firm Placing Shares is not fulfilled or waived by Numis and
Canaccord (acting together), by the respective time or date where specified
(or such later time or date as Numis and Canaccord may agree in writing with
the Company), (ii) any such condition becomes incapable of being fulfilled or
(iii) the Joint Broker Placing Agreement is terminated in accordance with its
terms, the Firm Placing will not proceed and the Firm Placee's rights and
obligations hereunder in relation to the Firm Placing Shares shall cease and
terminate at such time and each Firm Placee agrees that no claim can be made
by the Firm Placee in respect thereof.
4.3 Numis and Canaccord may, acting together and in their sole
discretion and upon such terms as they think fit, waive compliance by the
Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Joint Broker Placing Agreement, save that
conditions (b) and (f) above relating to Admission may not be waived. Any such
extension or waiver will not affect the Firm Placees' commitments as set out
in this Announcement.
4.4 Neither Numis nor Canaccord nor the Company shall have any liability
to any Firm Placee (or to any other person whether acting on behalf of a Firm
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Firm Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Firm Placing generally, and
by participating in the Firm Placing each Firm Placee agrees that any such
decision is within the absolute discretion of Numis and Canaccord (acting
together).
5. TERMINATION OF THE JOINT BROKER PLACING AGREEMENT
5.1 Numis and Canaccord (acting together) are entitled, at any time
prior to Admission, to terminate the Joint Broker Placing Agreement in respect
of the Firm Placing Shares in accordance with the terms of the Joint Broker
Placing Agreement by giving written notice to the Company in certain
circumstances, including but not limited to if any of the warranties given to
Numis and Canaccord in the Joint Broker Placing Agreement, which Numis and
Canaccord (acting together) being untrue, inaccurate or misleading in any
material respect, the failure of the Company to comply with its material
obligations under the Joint Broker Placing Agreement or the occurrence of a
force majeure event which prevents any party not seeking to terminate from
performing its obligations under the Joint Broker Placing Agreement.
5.2 By participating in the Firm Placing, Firm Placees agree that the
exercise by Numis and Canaccord of any right of termination or other
discretion under the Joint Broker Placing Agreement shall be within the
absolute discretion of Numis and Canaccord (acting together) that it need not
make any reference to Firm Placees and that none of Numis, Canaccord or the
Company (or any of their respective directors, officers or employees) shall
have any liability to Firm Placees whatsoever in connection with any such
exercise.
6. NO ADMISSION DOCUMENT OR PROSPECTUS
6.1 No offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA or submitted to the London Stock
Exchange in relation to the Firm Placing or the Firm Placing Shares and Firm
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the Exchange
Information (as defined below).
6.2 Each Firm Placee, by accepting a participation in the Firm Placing,
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
other information (other than the Exchange Information), representation,
warranty, or statement made by or on behalf of the Company or Numis or
Canaccord or any other person and neither Numis nor Canaccord nor the Company
nor any other person will be liable for any Firm Placee's decision to
participate in the Firm Placing based on any other information,
representation, warranty or statement which the Firm Placees may have obtained
or received. Each Firm 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 Firm Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
7. REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the Firm Placing Shares (ISIN:
GB00B11SZ269) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. Numis and Canaccord reserve the right to require settlement for,
and delivery of, the Firm Placing Shares (or a portion thereof) to Firm
Placees in certificated form if, in their opinion, delivery or settlement is
not possible or practicable within the CREST system within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in any Firm Placee's jurisdiction.
7.2 Each Firm Placee allocated Firm Placing Shares in the Firm Placing
will be sent a contract note in accordance with the standing arrangements in
place with Numis or Canaccord (as applicable), stating the number of Firm
Placing Shares allocated to it at the Placing Price, the aggregate amount owed
by such Firm Placee to Numis or Canaccord (as applicable) and settlement
instructions. Each Firm Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions that it has in place
with Numis or Canaccord (as applicable).
7.3 The Company will (via its registrar) deliver the Firm Placing Shares
to a CREST account operated by Numis or Canaccord (as applicable) as agent for
the Company and Numis or Canaccord (as applicable) will enter its delivery
(DEL) instruction into the CREST system. Numis or Canaccord (as applicable)
will hold any Firm Placing Shares delivered to this account as nominee for the
Firm Placees. The input to CREST by a Firm Placee of a matching or acceptance
instruction will then allow delivery of the relevant Firm Placing Shares to
that Firm Placee against payment.
7.4 It is expected that settlement will take place on 1 February 2018 in
accordance with the instructions set out in the contract note.
7.5 Interest is chargeable daily on payments not received from Firm
Placees on the due date in accordance with the arrangements set out above at
the rate of two percentage points above the base rate of Barclays Bank plc
from time to time.
7.6 Each Firm Placee agrees that, if it does not comply with these
obligations, Numis or Canaccord (as applicable) may sell any or all of the
Firm Placing Shares allocated to that Firm Placee on such Firm Placee's behalf
and retain from the proceeds, for Numis' or Canaccord's account and benefit
(as applicable), an amount equal to the aggregate amount owed by the Firm
Placee plus any interest due. The relevant Firm Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Firm Placing
Shares on such Firm Placee's behalf.
7.7 If Firm Placing Shares are to be delivered to a custodian or
settlement agent, Firm Placees should ensure that the contract note is copied
and delivered immediately to the relevant person within that organisation.
7.8 Insofar as Firm Placing Shares are registered in a Firm Placee's
name or that of its nominee or in the name of any person for whom a Firm
Placee is contracting as agent or that of a nominee for such person, such Firm
Placing Shares should, subject as provided below, be so registered free from
any liability to UK stamp duty or stamp duty reserve tax.
7.9 Firm Placees will not be entitled to receive any fee or commission
in connection with the Firm Placing.
8. REPRESENTATIONS AND WARRANTIES
8.1 By participating in the Firm Placing, each Firm Placee (and any
person acting on such Firm Placee's behalf) irrevocably acknowledges,
undertakes, represents, warrants and agrees (as the case may be) that:
(a) it has read and understood this Announcement (including the
Appendix) in its entirety and its subscription for the Firm Placing Shares is
subject to and based on the terms and conditions of the Firm Placing as
referred to and included in this Announcement and undertakes not to
redistribute or duplicate this Announcement;
(b) no offering document, admission document or prospectus has been
prepared in connection with the Firm Placing and that it has not received and
will not receive a prospectus, admission document or other offering document
in connection with the Firm Placing;
(c) the Ordinary Shares are admitted to trading on AIM, and the Company
is therefore required to publish certain business and financial information in
accordance with the AIM Rules and the other applicable rules and practices of
the London Stock Exchange and/or the FCA (collectively "Exchange
Information"), which includes the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access such
information or comparable information concerning any other publicly traded
company without undue difficulty;
(d) (i) it has made its own assessment of the Company, the Firm Placing
Shares and the terms and conditions of the Firm Placing and has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Firm Placing and has satisfied itself that
the information is still current; (ii) none of Numis, Canaccord, the Company,
any of their respective Affiliates or any person acting on behalf of any of
them has provided, or will provide it, with any material regarding the Firm
Placing Shares in addition to this Announcement; and (iii) it has not
requested Numis, Canaccord, the Company or any of their respective Affiliates
or any person acting on behalf of any of them to provide it with any such
information;
(e) the content of this Announcement is exclusively the responsibility
of the Company and that none of Numis, Canaccord, their Affiliates or any
person acting on their behalf has or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of the
Company and will not be liable for any Firm Placee's decision to participate
in the Firm Placing based on any information, representation or statement
contained in this Announcement or elsewhere;
(f) the only information on which it has relied in committing itself
to subscribe for the Firm Placing Shares is contained in this Announcement and
any Exchange Information and that it has not received or relied on any
information given or any representations, warranties or statements, express or
implied, made by Numis, Canaccord or the Company or any of their Affiliates or
any person acting on behalf of any of them and none of Numis, Canaccord, the
Company, any of their Affiliates or any person acting on behalf of any of them
will be liable for its decision to accept an invitation to participate in the
Firm Placing based on any information, representation, warranty or statement
other than that contained in this Announcement and any Exchange Information;
(g) it has neither received nor relied on any "inside information" as
defined in the EU Market Abuse Regulation 596/2014 concerning the Company in
accepting this invitation to participate in the Firm Placing and is not
purchasing Firm Placing Shares on the basis of "inside information";
(h) it has the funds available to pay for the Firm Placing Shares it
has agreed to subscribe for and acknowledges, agrees and undertakes that it
will pay the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Firm Placing Shares may be placed with other Firm Placees or sold at
such price as Numis or Canaccord (as applicable) determines;
(i) it: (i) is entitled to subscribe for the Firm Placing Shares under
the laws of all relevant jurisdictions; (ii) has fully observed such laws;
(iii) has the requisite capacity and authority and is entitled to enter into
and to perform its obligations as a subscriber for Firm Placing Shares and
will honour such obligations; and (iv) has obtained all necessary consents and
authorities (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) to enable it to enter into
the transactions contemplated hereby and to perform its obligations in
relation thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply with all
applicable laws and regulations with respect to its subscription for Firm
Placing Shares;
(j) it is not, and any person who it is acting on behalf of is not,
and at the time the Firm Placing Shares are subscribed will not be, a resident
of, or with an address in, the United States, Australia, New Zealand, Canada,
Japan or South Africa, and it acknowledges and agrees that the Firm Placing
Shares have not been and will not be registered or otherwise qualified under
the securities legislation of the United States, Australia, New Zealand,
Canada, Japan or South Africa and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions
(k) (i) the Firm Placing Shares have not been and will not be
registered under the Securities Act or with any state or other jurisdiction of
the United States, nor approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any other United States regulatory authority, (ii) it will not offer, sell or
deliver, directly or indirectly, any Firm Placing Shares in or into the United
States other than pursuant to an effective registration under the Securities
Act or in a transaction exempt from, or not subject to, the registration
requirements thereunder and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States, and (iii) it is
outside of the United States, not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at the time
the undertaking to acquire the Firm Placing Shares is given and is otherwise
acquiring the Firm Placing Shares in an "offshore transaction" meeting the
requirements of Regulation S under the Securities Act;
(l) it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (high net worth companies etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and
(ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling
within Article 2.1(e) of Directive 2003/71/EC as amended (the "Prospectus
Directive"). For such purposes, it undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Firm Placing Shares that are
allocated to it for the purposes of its business only;
(m) if a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, that the Firm Placing Shares purchased by it in the
Firm Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
a Member State of the European Economic Area which has implemented the
Prospectus Directive other than Qualified Investors, or in circumstances in
which the prior consent of Numis and Canaccord has been given to the offer or
resale;
(n) 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 Firm Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by Numis
or Canaccord in their capacity as an authorised person under section 21 of
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person;
(o) it is aware of and acknowledges that it has complied with and will
comply with all applicable provisions of FSMA with respect to anything done by
it in relation to the Firm Placing Shares in, from or otherwise involving, the
United Kingdom;
(p) it will not make any offer to the public of the Firm Placing Shares
and has not offered or sold and will not offer or sell any Firm Placing Shares
to persons in the United Kingdom or elsewhere in the European Economic Area
prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or an offer to
the public in any other member state of the European Economic Area within the
meaning of the Prospectus Directive (which includes any relevant implementing
measure in any Member State of the European Economic Area);
(q) it has not been engaged to subscribe for the Firm Placing Shares on
behalf of any other person who is not a Qualified Investor unless the terms on
which it is engaged enable it to make decisions concerning the acceptance of
offers of transferable securities on the client's behalf without reference to
the client as described in section 86(2) of FSMA;
(r) it is aware of and acknowledges that it is required to comply, and
does and will comply, with its obligations under the Criminal Justice Act 1993
and the EU Market Abuse Regulation 596/2014 in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations 2017 and the Money Laundering Sourcebook of the FCA (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;
(s) it is aware of the obligations regarding insider dealing in the
Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU
Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those obligations;
(t) the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as a holder of Firm Placing Shares, will not
give rise to a stamp duty or stamp duty reserve tax liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that no instrument under which it subscribes for Firm
Placing Shares (whether as principal, agent or nominee) would be subject to
stamp duty or the increased rates referred to in those sections and that it,
or the person specified by it for registration as a holder of Firm Placing
Shares, is not participating in the Firm Placing as nominee or agent for any
person or persons to whom the allocation, allotment, issue or delivery of Firm
Placing Shares would give rise to such a liability;
(u) it, or the person specified by it for registration as a holder of
the Firm Placing Shares, will be liable for any stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or other duties
or taxes (including any interest, fines or penalties relating thereto), if
any, payable on acquisition of any of the Firm Placing Shares or the agreement
to subscribe for the Firm Placing Shares and acknowledges and agrees that none
of Numis, Canaccord the Company, any of their respective Affiliates or any
person acting on behalf of them will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Firm Placee and any person acting on behalf of such Firm
Placee agrees to participate in the Firm Placing, and agrees to indemnify the
Company, Canaccord and Numis on an after tax basis in respect of the same, on
the basis that the Firm Placing Shares will be allotted to the CREST stock
account of Numis or Canaccord (as applicable) who will hold them as nominee on
behalf of such Firm Placee until settlement in accordance with its standing
settlement instructions;
(v) none of Numis, Canaccord any of their Affiliates or any person
acting on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this Announcement or for
any information previously published by or on behalf of the Company or any
other written or oral information made available to or publicly available or
filed information or any representation, warranty or undertaking relating to
the Company, and will not be liable for its decision to participate in the
Firm Placing based on any information, representation, warranty or statement
contained in this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
(w) none of Numis, Canaccord any of their Affiliates or any person
acting on behalf of any of them, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Firm Placing and that its participation in the Firm
Placing is on the basis that it is not and will not be a client of Numis or
Canaccord and that Numis and Canaccord have no duties or responsibilities to
it for providing the protections afforded to its clients or customers under
the rules of the FCA, for providing advice in relation to the Firm Placing, in
respect of any representations, warranties, undertakings or indemnities
contained in the Joint Broker Placing Agreement or for the exercise or
performance of any of its rights and obligations thereunder, including any
rights to waive or vary any conditions or exercise any termination right;
(x) in order to ensure compliance with the Money Laundering Regulations
2017, Numis and Canaccord (for themselves and as agents on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Numis,
Canaccord or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Firm Placing Shares may be retained
at Numis' and Canaccord's absolute discretion or, where appropriate, delivery
of the Firm Placing Shares to it in uncertificated form, may be retained at
Numis' or Canaccord's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Numis or Canaccord (as applicable) (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Numis or Canaccord and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the Firm
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited;
(y) Numis and Canaccord may, and their Affiliates acting as an investor
for its or their own account(s) may, subscribe for and/or purchase Firm
Placing Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Firm Placing Shares, any
other securities of the Company or other related investments in connection
with the Firm Placing or otherwise. Accordingly, references in this
Announcement to the Firm Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, Numis, Canaccord and/or any of their
respective Affiliates acting as an investor for its or their own account(s).
Neither Numis nor Canaccord nor the Company intend to disclose the extent of
any such investment or transaction otherwise than in accordance with any legal
or regulatory obligation to do so;
(z) these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions, and all non-contractual or other
obligations arising out of or in connection with them, 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 Firm Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company, Canaccord or Numis in any jurisdiction in which the relevant Firm
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
(aa) the Company, Canaccord and Numis and their respective Affiliates
and others will rely upon the truth and accuracy of the foregoing agreements,
acknowledgements, representations, warranties and undertakings which are given
to Numis and Canaccord, on their own behalf and on behalf of the Company, and
are irrevocable;
(bb) it irrevocably appoints any duly authorised officer of Numis or
Canaccord as agent for the purpose of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Firm Placing Shares for which it agrees
to subscribe or purchase upon the terms of this Announcement;
(cc) it will indemnify on an after tax basis and hold the Company,
Numis, Canaccord 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, undertakings, agreements and acknowledgements in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Firm Placing;
(dd) it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the merits and
risks of subscribing for the Firm Placing Shares; (ii) it is experienced in
investing in securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Firm Placing; and (iii) it has relied
upon its own examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Firm Placing, including the merits and
risks involved and has satisfied itself concerning the relevant tax, legal,
currency and other economic consideration relevant to its subscription for
Firm Placing Shares;
(ee) none of the Company, Numis or Canaccord are making any undertaking
or warranty to any Firm Placee regarding the legality of an investment in the
Firm Placing Shares by such Firm Placee under any legal, investment or similar
laws or regulations; and
(ff) its commitment to subscribe for Firm Placing Shares on the terms
set out herein and in the contract note will continue notwithstanding any
amendment that may in future be made to the terms of the Firm Placing and that
Firm Placees will have no right to be consulted or require that their consent
be obtained with respect to the Company's conduct of the Firm Placing.
8.2 The representations, warranties, acknowledgements and undertakings
contained in this Appendix are given to the Company, and to Numis and
Canaccord for themselves and on behalf of the Company and are irrevocable.
8.3 The agreement to settle a Firm Placee's subscription (and/or the
subscription of a person for whom such Firm 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 Firm Placing Shares in question. Such agreement assumes that
the Firm Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to transfer the Firm Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Firm Placing Shares,
UK stamp duty or stamp duty reserve tax may be payable, for which neither the
Company nor Numis nor Canaccord will be responsible, and the Firm Placee to
whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Firm Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Firm 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 Numis and Canaccord in the event that any of the
Company and/or Numis and/or Canaccord have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each Firm Placee
should seek its own advice and notify Numis and Canaccord accordingly.
8.4 In addition, Firm Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by them or any
other person on the subscription by them of any Firm Placing Shares or the
agreement by them to subscribe for any Firm Placing Shares.
8.5 Each Firm Placee, and any person acting on behalf of the Firm
Placee, acknowledges and agrees that neither Numis nor Canaccord owe any
fiduciary or other duties to any Firm Placee in respect of any
representations, warranties, undertakings or indemnities in the Joint Broker
Placing Agreement.
8.6
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