REG - Videndum PLC - Proposed Capital Raising
20/11/2023 17:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231120:nRST0446Ua&default-theme=true
RNS Number : 0446U Videndum PLC 20 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, SWITZERLAND, SOUTH KOREA, ISRAEL,
SOUTH AFRICA, JAPAN, SINGAPORE AND THE UNITED STATES AND ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM A PART
OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE OR FORM A PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO
PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. NOTHING IN
THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL
RAISING. NOTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN
CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT
ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING
PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS
WEBSITE AT WWW.VIDENDUM.COM, SUBJECT TO APPLICABLE LAW AND REGULATIONS. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
20 November 2023
VIDENDUM plc
Proposed £125 million underwritten Capital Raising by way of Firm Placing and
Placing and Open Offer
Videndum plc ("Videndum" or the "Company", and together with its subsidiaries,
the "Group") today announces that it proposes to issue 46,870,787 New Ordinary
Shares by way of a firm placing, placing and open offer (the "Capital
Raising") for 267 pence per New Ordinary Share (the "Offer Price"). Through
the issue of New Ordinary Shares, the Company expects to raise gross proceeds
of approximately £125 million.
Key highlights
· Intention to raise gross proceeds of approximately £125 million
through a Firm Placing and Placing and Open Offer:
- £75 million to be raised through the Firm Placing; and
- £50 million to be raised through the Placing and Open Offer.
· The Firm Placing and Placing are being conducted by way of an
accelerated bookbuild process (the "Bookbuild"), which will be launched
immediately following this announcement and is subject to the terms and
conditions set out in Appendix II to this Announcement (which forms part of
this Announcement).
· The Placing will be subject to clawback to satisfy Open Offer
Entitlements taken up by Qualifying Shareholders in the Open Offer.
· The timing of when the Bookbuild will close and allocations will
be at the discretion of the Joint Global Co-ordinators and the Company.
Details of the results of the Firm Placing and the Placing will be announced
as soon as practicable after the close of the Bookbuild.
· The Group intends to use the net proceeds from the Capital
Raising to reduce Leverage as follows:
- $55 million (£44.2 million) in net proceeds is intended to fund the
repayment and cancellation of the Group's outstanding term loans, which relate
to the acquisitions of Savage and Audix, which as at the Latest Practicable
Date had an outstanding balance of $55 million (£44.2 million).
- £72.5 million in net proceeds is intended to be utilised to repay
drawings under the Group's £200 million Revolving Credit Facility.
· 28,122,472 New Ordinary Shares will be issued through the Firm
Placing to raise approximately £75 million in gross proceeds, and 18,748,315
New Ordinary Shares will be issued through the Placing and Open Offer to raise
gross proceeds of approximately £50 million.
· The Offer Price represents a discount of 3.3% to the Closing
Price of 276 pence per Ordinary Share on 20 November 2023.
· The offer period for acceptances by Qualifying Shareholders will
commence on 22 November 2023 and end at 11.00 a.m. on 6 December 2023.
· The Capital Raising is fully underwritten by the Joint
Bookrunners and is conditional upon, among other things, the approval of
Videndum Shareholders at a general meeting of the Company which will take
place at 10:30 a.m. (London time) on 7 December 2023.
· The Company has received an irrevocable undertaking from Alantra
confirming its intention to vote in favour of the Resolutions at the General
Meeting, in respect of an aggregate of 9,908,153 Existing Ordinary Shares,
representing approximately 21.1% of the Existing Ordinary Shares as at the
Latest Practicable Date.
· The Company has also received an irrevocable undertaking from
Aberforth Partners confirming its intention to vote in favour of the
Resolutions at the General Meeting, in respect of an aggregate of 4,469,760
Existing Ordinary Shares, representing approximately 9.54% of the Existing
Ordinary Shares as at the Latest Practicable Date.
· In addition, all of the Directors and certain of the senior
management have shown their support for the Capital Raising by committing to
subscribe for 459,167 New Ordinary Shares at the Offer Price pursuant to
direct subscription agreements with the Company (conditional upon Admission),
generating an additional £1.2 million of proceeds.
· The Company intends to publish a prospectus tomorrow in
connection with the Capital Raising and convene a general meeting to be held
on 7 December 2023.
· An audio webcast and Q&A for Analysts and Investors will be
held tomorrow (21 November 2023), starting at 10:30 a.m. (London time). The
presentation slides and a link to pre-register for access to the webcast can
be found at https://videndum.com/investors/proposed-equity-raise/
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fprotect-eu.mimecast.com%2Fs%2FGZ02CEZrKI1p4zESZiJqW%3Fdomain%3Dvidendum.com%2F&data=05%7C01%7Ccallum.morganti%40slaughterandmay.com%7C3746d7192cca47c826c508dbe5f09f13%7C2bde20df36814b0eb7e57d6c9260dff7%7C1%7C0%7C638356593922123117%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=yIs4EjdI4v%2F8BWxFgmKxwK5XSDNVbfNno7MMzj%2FPRoI%3D&reserved=0)
.
Prospectus
A prospectus (the "Prospectus") setting out full details of the Capital
Raising is expected to be published on Videndum's website tomorrow. The
preceding summary should be read in conjunction with the full text of the
following announcement, together with the Prospectus.
Unless the context otherwise requires, words and expressions defined in the
Prospectus shall have the same meanings in this announcement.
Indicative summary timetable of principal events
Record Date for Open Offer Entitlements 6:00 p.m. on 17 November 2023
Announcement of the Capital Raising 20 November 2023
Ex-Entitlements Date for the Open Offer 8.00 a.m. on 21 November 2023
Publication of the Prospectus 21 November 2023
Posting of the Prospectus, Application Forms (to Qualifying Non-Crest 21 November 2023
Shareholders only) and the Form of Proxy
Open Offer Entitlements credited to stock accounts in CREST (Qualifying CREST as soon as practicable after 8.00 a.m. on 22 November 2023
Shareholders only)
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m. on 30 November 2023
from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to
convert them to certificated form)
Latest time for depositing Open Offer Entitlements into CREST (i.e. if your 3.00 p.m. on 1 December 2023
Open Offer Entitlements are represented by an Application Form and you wish to
convert them to uncertificated form)
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 4 December 2023
market claims only)
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 5 December 2023
Latest time and date for receipt of completed Application Forms and payments 11.00 a.m. on 6 December 2023
in full and settlement of CREST instructions (as appropriate)
General Meeting 10.30 a.m. on 7 December 2023
Announcement of the results of the Capital Raising and General Meeting 7 December 2023
Admission and dealings of the New Ordinary Shares, fully paid, commence on the 8.00 a.m. on 8 December 2023
London Stock Exchange
New Ordinary Shares credited to stock accounts in CREST (Qualifying CREST as soon as possible after 8.00 a.m. on 8 December 2023
Shareholders only)
Expected date for despatch of definitive share certificates for the New by no later than 22 December 2023
Ordinary Shares in certificated form
The person responsible for release of this announcement on behalf of Videndum
is Jon Bolton, Company Secretary.
For further information, please contact:
Videndum plc +44 (0)20 8332 4602
Stephen Bird, Group Chief Executive
Andrea Rigamonti, Group Chief Financial Officer
Jennifer Shaw, Group Communications Director
N.M. Rothschild & Sons Limited (Sponsor and Financial Adviser) +44 (0)20 7280 5000
Ravi Gupta
John Byrne
Shannon Nicholls
Ricky Paul
Jefferies International Limited (Joint Global Co-ordinator and Joint +44 (0)20 7029 8000
Bookrunner)
Ed Matthews
Lee Morton
Will Soutar
Investec Bank plc (Joint Global Co-ordinator and Joint Bookrunner) +44 (0)20 7597 5970
David Flin
Ben Griffiths
Will Brinkley
MHP Group (Communications Adviser) +44 (0) 7817 458 804
Tim Rowntree +44 (0) 7736 464 749
Ollie Hoare
Robert Collett-Creedy
Christian Harte
Important notices
This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy, fairness or completeness.
The information in this announcement is subject to change without notice.
This announcement is not a prospectus (or a prospectus equivalent document)
but an advertisement for the purposes of the Prospectus Regulation Rules of
the FCA. Neither this announcement nor anything contained in it shall form the
basis of, or be relied upon in conjunction with, any offer or commitment
whatsoever in any jurisdiction. Investors should not acquire any New Ordinary
Shares referred to in this announcement except on the basis of the information
contained in the Prospectus to be published by the Company in connection with
the Capital Raising.
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. The Prospectus will provide further details of the New Ordinary
Shares being offered pursuant to the Capital Raising.
This announcement (and the information contained herein) is not for release,
publication, transmission, forwarding or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of America, its
territories and possessions, any State of the United States or the District of
Columbia (collectively, the "United States"). This announcement is for
information purposes only and is not intended to constitute, and should not be
construed as, an offer to sell or issue, or a solicitation of any offer to
purchase, subscribe for or otherwise acquire, securities in the United States.
Securities may not be offered or sold in the United States absent registration
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
an exemption therefrom. The New Ordinary Shares have not been and will not be
registered under the US Securities Act or under any securities laws 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 except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the New Ordinary Shares has been or will be made
in the United States. Subject to certain limited exceptions, Application Forms
have not been, and will not be, sent to, and Open Offer Entitlements have not
been, and will not be, credited to the CREST account of, any Qualifying
Shareholder with a registered address in or that is known to be located in the
United States. None of the New Ordinary Shares, Open Offer Entitlements,
Application Forms, this announcement or any other document connected with the
Capital Raising has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities commissions of
any state or other jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the New Ordinary Shares, or the accuracy or
adequacy of the Application Forms, this announcement or any other document
connected with the Capital Raising. Any representation to the contrary is a
criminal offence in the United States.
This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for New Ordinary
Shares or to take up any entitlements to New Ordinary Shares in any
jurisdiction. No offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for New Ordinary Shares or to take up
any entitlements to New Ordinary Shares will be made in any jurisdiction in
which such an offer or solicitation is unlawful. The information contained in
this announcement and the Prospectus is not for release, publication or
distribution to persons in Australia, Canada, Switzerland, South Korea,
Israel, South Africa, Japan, Singapore and the United States, and any other
jurisdiction where the extension or availability of the Capital Raising (and
any other transaction contemplated thereby) would breach any applicable law or
regulation, and, subject to certain exceptions, should not be distributed,
forwarded to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
The distribution of this announcement, the Prospectus, the Application Form
and the offering or transfer of New Ordinary Shares into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore, persons into
whose possession this announcement, the Prospectus, the Application Form
and/or any accompanying documents comes should inform themselves about and
observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of such
jurisdiction. In particular, subject to certain exceptions, this announcement,
the Prospectus (once published) and the Application Forms (once printed)
should not be distributed, forwarded to or transmitted in or into Australia,
Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and
the United States, or any other jurisdiction where the extension or
availability of the Capital Raising (and any other transaction contemplated
thereby) would breach any applicable law or regulation.
Recipients of this announcement and/or the Prospectus should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this announcement and/or the Prospectus. This announcement does
not constitute a recommendation concerning any investor's options with respect
to the Capital Raising. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business, financial or tax
advice. Each shareholder or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Notice to all investors
Rothschild & Co is authorised and regulated by the FCA in the United
Kingdom. Rothschild & Co is acting exclusively for Videndum plc and no one
else in connection with this announcement and the Capital Raising will not be
responsible to anyone other than Videndum plc for providing the protections
afforded to its clients nor for providing advice to any person in relation to
the Capital Raising or any matters referred to in this announcement.
Investec Bank plc ("IBP") is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the United Kingdom. Investec Europe Limited (trading
as Investec Europe) ("IEL"), acting as agent on behalf of IBP in certain
jurisdictions in the EEA (IBP and IEL together hereafter referred to as
"Investec"), is regulated in Ireland by the Central Bank of Ireland. Jefferies
is authorised and regulated by the FCA in the United Kingdom. Investec and
Jefferies are acting exclusively for Videndum plc and no one else in
connection with this announcement and the Capital Raising and will not be
responsible to anyone other than Videndum plc for providing the protections
afforded to its clients nor for providing advice to any person in relation to
the Capital Raising or any matters referred to in this announcement.
None of the Banks, nor any of their respective subsidiaries, branches or
affiliates, nor any of their respective directors, officers or employees owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co, Investec or Jefferies in
connection with the Capital Raising, this announcement, any statement
contained herein, or otherwise.
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 Banks, nor any of their respective subsidiaries, branches, affiliates
or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other information made available to or publicly available
to any interested party or its advisers, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available, and any
liability therefore is expressly disclaimed. None of the information in this
announcement has been independently verified or approved by the Banks or any
of their respective affiliates.
The Joint Global Co-ordinators, in accordance with applicable legal and
regulatory provisions, may engage in transactions in relation to the New
Ordinary Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise. In connection
with the Capital Raising, the Joint Global Co-ordinators and any of their
respective affiliates, acting as investors for their own accounts may acquire
New Ordinary Shares as a principal position and in that capacity may retain,
acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for
their own accounts in such New Ordinary Shares and other securities of the
Company or related investments in connection with the Capital Raising or
otherwise. Accordingly, references in this announcement to the New Ordinary
Shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue, offer, subscription, acquisition,
placing or dealing by each of the Joint Global Co-ordinators and any of their
respective affiliates acting as investors for their own accounts. In addition,
certain of the Joint Global Co-ordinators or their respective affiliates may
enter into financing arrangements (including swaps or contracts for
difference) with investors in connection with which such Joint Global
Co-ordinators (or their respective affiliates) may from time to time acquire,
hold or dispose of New Ordinary Shares.
In the event that the Joint Global Co-ordinators acquire New Ordinary Shares
which are not taken up by Qualifying Shareholders (as defined in the
Prospectus), the Joint Global Co-ordinators may co-ordinate disposals of such
shares in accordance with applicable law and regulation. Except as required by
applicable law or regulation, the Joint Global Co-ordinators and their
respective affiliates do not propose to make any public disclosure in relation
to such transactions.
Information to distributors
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto the New Ordinary Shares have been subject to a product
approval process, which has determined that they each are: (a) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Capital Raising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint Global
Co-ordinators will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to,
the New Ordinary Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Forward-looking statements
This announcement contains forward-looking statements, including with respect
to financial information, that are based on current expectations or beliefs,
as well as assumptions about future events. These forward-looking statements
can be identified by the fact that they do not relate only to historical or
current facts. In some cases, forward-looking statements use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is confident", or other
words of similar meaning.
None of the Company, its officers, advisers or any other person gives any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur, in part or in whole.
No undue reliance should be placed on any such statements because they speak
only as at the date of this announcement and, by their very nature, they are
subject to known and unknown risks and uncertainties and can be affected by
other factors that could cause actual results, and the Company's plans and
objectives, to differ materially from those expressed or implied in the
forward-looking statements. No representation or warranty is made that any
forward-looking statement will come to pass. You are advised to read the
Prospectus when published and the information incorporated by reference
therein in their entirety, and, in particular, the section of the Prospectus
headed "Risk Factors", for a further discussion of the factors that could
affect the Group's future performance and the industry in which it operates.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements, including statements regarding prospective
financial information, in this announcement may not occur. In addition, even
if the Group's actual results of operations, financial condition and the
development of the business sectors in which it operates are consistent with
the forward-looking statements contained in the Prospectus, those results or
developments may not be indicative of results or developments in subsequent
periods. These statements are not fact and should not be relied upon as being
necessarily indicative of future results, and readers of this announcement are
cautioned not to place undue reliance on the forward-looking statements,
including those regarding prospective financial information.
No statement in this announcement is intended as a profit forecast or estimate
for any period, and no statement in this announcement should be interpreted to
mean that underlying operating profit for the current or future financial
years would necessarily be above a minimum level, or match or exceed the
historical published operating profit or set a minimum level of operating
profit, nor that earnings or earnings per share or dividend per share for the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share or dividend per
share for the Company.
Neither the Company nor any of the Banks or their respective affiliates are
under any obligation to update or revise publicly any forward-looking
statement contained within this announcement, whether as a result of new
information, future events or otherwise, other than in accordance with their
legal or regulatory obligations (including, for the avoidance of doubt, the
Prospectus Regulation Rules, the Listing Rules, MAR, FSMA and Disclosure
Guidance and Transparency Rules). Additionally, statements of the intentions
or beliefs of the board of directors of the Company reflect the present
intentions and beliefs of the board of directors of the Company as at the date
of this announcement and may be subject to change as the composition of the
board of directors of the Company alters, or as circumstances require.
VIDENDUM PLC
Proposed £125 million underwritten Capital Raising by way of Firm Placing and
Placing and Open Offer
1. Introduction to the Capital Raising
Videndum announces today that it proposes to raise gross proceeds of
approximately £125 million through a Firm Placing and Placing and Open Offer.
Pursuant to the Capital Raising, 28,122,472 New Ordinary Shares will be issued
through the Firm Placing and 18,748,315 New Ordinary Shares will be issued
through the Placing and Open Offer, on the basis of 2 New Ordinary Shares for
every 5 Existing Ordinary Shares, in each case at the Offer Price of 267 pence
per New Ordinary Share.
The Offer Price of 267 pence per New Ordinary Share represents a 3.3% discount
to the Closing Price of 276 pence per Ordinary Share on 20 November 2023. The
Offer Price (and the discount) has been set by the Directors following their
assessment of the prevailing market conditions and anticipated demand for the
New Ordinary Shares. The Board, having taken appropriate advice from its
advisers, believes that the Offer Price (including the discount) is
appropriate in the circumstances.
The Capital Raising is fully underwritten by Investec and Jefferies, subject
to the conditions set out in the Placing Agreement.
2. Background to the Capital Raising
2.1 Company overview
Videndum is a leading global provider of premium branded hardware products and
software solutions to the content creation accessory industry. The Group's
brands are leaders in defensible niche markets, in terms of premium products,
technology innovation and/or market share.
Customers include TV broadcasters, film studios, production and rental
companies, photographers, independent content creators, vloggers/influencers,
professional musicians, governments and enterprises.
Videndum designs and manufactures a portfolio of traditional mechanically
engineered products through to electronics and software - to enable its
customers, in a full range of creative industries, to capture and share
content through a wide variety of media. Videndum's products typically attach
to, or support, a camera - primarily for broadcast, cinematic, video,
photographic, audio capture and smartphone applications - and are offered as a
cohesive package. Its product portfolio includes: camera supports (tripods and
heads), video transmission systems and monitors, live streaming solutions,
smartphone accessories, robotic camera systems, prompters, LED lighting,
mobile power, carrying solutions, backgrounds, motion control, audio capture,
and noise reduction equipment.
2.2 Reasons for the Capital Raising
Over the past two years, several factors have combined to significantly
increase the Group's leverage, defined as Consolidated Net Borrowings to
EBITDA according to the terms of its lending covenants ("Leverage").
· Between April 2021 and January 2022, the Group completed four
acquisitions for aggregate consideration of more than US$150 million, which
were funded from debt; in the same period its Leverage increased from 1.3x at
31 December 2019 to 2.2x at 30 June 2022.
· Beginning in the second half of 2022, the Group was increasingly
impacted by macroeconomic headwinds, including weakening consumer confidence,
which most significantly impacted revenue from the Group's non-professional
customers (c.10% of Group revenue). As interest rates increased, business
confidence was impacted further towards the latter part of the second half of
2022, and this resulted in retailers and distributors commencing to destock
across all divisions, but predominantly impacting the Media Solutions
Division. This also began impacting the Group's independent content creator
segment (c.35% of Group revenue).
· The macroeconomic environment has remained challenging throughout
2023, which has led to continued retailer and distributor destocking,
compounded by the continuing weakness of the Group's consumer segment as well
as its independent content creator segment. The challenging macroeconomic
environment and the acquisitions by the Group increased the Group's Leverage
position.
· As further set out in the Prospectus, the WGA, which combines two
different US labour unions representing TV and film writers in New York and
Los Angeles, called a strike on 2 May 2023. In the months prior to the strike
being called, the speculation of a potential strike caused some US
cine/scripted TV productions to be paused, and from 2 May 2023, the majority
of US cine/scripted TV productions were suspended. This strike action
significantly impacted demand for the Group's high-end cine and scripted TV
products in the United States.
Substantial actions executed to help mitigate the impact of adverse
macroeconomic environment and US Writers' and Actors' Strikes
Against this challenging backdrop, the Group took significant actions to
mitigate the impact of the macroeconomic challenges and the US Writers' and
Actors' Strikes, including agreeing covenant amendments with its lending
banks, cost reductions, and developed plans to conserve cash, and reduce
Leverage. The year-on-year net benefit of cost savings was £8.9 million in H1
2023.
The mitigation efforts include, but are not limited to, the following:
· La Cassa Integrazione Guadagni Ordinaria, the Italian government
supported furlough programme, was applied in the Italian facilities of Media
Solutions to mitigate the lower demand whilst ensuring employees were looked
after and retained by the business;
· Implemented restructuring projects in all divisions to ensure a
lean organisation ready to capitalise once trading conditions improve;
· Taken advantage of location synergies following recent
acquisitions:
- In the United Kingdom, the Rycote windshield production was moved to
the Ashby-de-la-Zouch factory;
- In the United States, audio R&D and microphones production moved
to the audio centre of excellence in Portland, the manufacturing of Wooden
Camera products moved from Dallas, USA to the Cartago site in Costa Rica and
Videndum Media Solutions' US distribution moved out of New Jersey to the
Savage facilities in Arizona; and
· Short-time working was implemented in Creative Solutions in H2
2023 to mitigate the lower demand whilst ensuring employees were retained by
the business.
Notwithstanding these actions, the Group's Leverage position increased to 2.9x
for the 12 months to 30 June 2023. The Group's gearing, defined as Net Debt to
Equity was 86% at 31 December 2022 and increased to 139% at 30 June 2023. As
Videndum outlined in its 2023 Half Year Results, given the length of the US
Writers' and Actors' Strikes, the strikes are also having a significant impact
in the second half of 2023, and Leverage at December 2023 will be based on
EBITDA for the 12 months to 31 December 2023.
Videndum has good relationships with its lending banks and during the strikes,
the Group worked constructively with its lending banks and agreed covenant
amendments for December 2023 and June 2024 in August 2023, and further amended
the covenants for the Test Dates falling on December 2023, March 2024, June
2024 and September 2024 in September 2023 and November 2023. The lending banks
also agreed to delay the scheduled repayment of term loans of US$25 million
(£20.1 million) from December 2023 to February 2024. New covenant testing
dates for March 2024 and September 2024 have been agreed in addition to the
customary test dates of December and June. In addition, there is a requirement
for the Company to prepare an alternative deleveraging plan in a form and
substance satisfactory to its lending banks by no later than 15 January 2024
if an equity raise of a minimum of £90 million net proceeds (after fees,
costs and expenses) has not been launched by 30 November 2023. Moreover,
during the period starting 10 November 2023 and ending 30 June 2024, the
Company and the Group must seek consent from its lending banks for any new
acquisitions. The launch of the Capital Raising satisfies the requirement to
announce and release the Capital Raising on or before 30 November 2023, which
means the Group is not required to prepare such alternative deleveraging plan.
Alongside executing cost saving and cash preservation actions (including
non-recourse factoring of receivables, lower capital expenditure in fixed
assets, and controlled investment in working capital) Videndum has continued
to maintain investment in the Group's key strategic initiatives to seek to
ensure it is well placed for recovery once productions restart. The Group is
increasingly focusing on the high-end professional content creation market
where it has high market share, sales channel expertise and compelling growth
opportunities. Consequently, the Board has already decided to exit the
non-core medical market, and has exited the non-core gaming market, to
concentrate on R&D investment on the content creation market. As a result,
Amimon was held for sale at 30 June 2023 and certain trade and assets of
Lightstream were disposed of by the Group on 2 October 2023 for US$0.5
million.
Even though both the WGA and SAG-AFTRA have announced that they have reached
agreements on new 2023 contracts (in the case of SAG-AFTRA, pending the
SAG-AFTRA Members Ratification), allowing both writers and actors to return to
work, the length and depth of the strikes, coupled with the macroeconomic
challenges, have significantly impacted the Group. The Capital Raising will
allow Videndum to reduce its borrowings and enable the Group to focus on its
strategic delivery and long-term value creation as well as reducing the risk
for all stakeholders from a possible breach of covenants, or a solvency risk
due to a lack of liquidity.
More robust capital structure will help the Group deliver on its
medium-to-long-term ambitions
Videndum believes that the Capital Raising will provide the Group with a
balanced capital structure to enable the delivery of its strategy and generate
future shareholder value.
The content creation market continues to have strong longer-term prospects,
with structural growth drivers, and Videndum is positioned to benefit with
leading, premium brands. Although the consumer and ICC segments of the market
are being impacted by the current challenging macroeconomic environment, and
cine/scripted TV productions were paused for over five months in the United
States (and some European countries have also been affected) due to the US
Writers' and Actors' Strikes, Videndum expects that the demand for, and
investment in, original content (e.g. for live news and sport, reality and
scripted TV shows, films, digital visual content for e-commerce and vlogging,
etc.) will continue to grow in the medium term.
Videndum expects to recover from the temporary impact from the headwinds
mentioned above, however the timing and shape of recovery from the strikes,
and an improvement in the macroeconomic environment, is difficult to predict.
Recovery is underpinned by Videndum's clear strategy to create value with a
tighter focus on its high-end, professional core markets which have attractive
growth prospects. Even assuming that the macroeconomic environment remains
challenging in 2024, the Group believes it has a number of building blocks to
achieve its 2024 targets. These include the non-repeat of the US Writers' and
Actors' Strikes, the bounce back from the strikes, less destocking, the
benefit from price increases implemented in 2023, a pipeline of new product
launches (including the new sustainable portable power solution), delivery of
the 2024 Olympic Games contract, and the positive impact from the media
coverage of the 2024 US Presidential elections.
Margin improvement is expected as volumes return, and the Group delivers
operating leverage. The Group is focused on improving operating profit margins
towards its long-term mid-to-high teen goal and its long-term margin
improvement drivers include targeted pricing increases to reflect product
quality and brand strength, growing online sales, continued operating
efficiencies, and capturing synergies from recent acquisitions.
The Board believes that a reduction in Videndum's current elevated Leverage
position will enable the Group to focus on strategic execution and long-term
value creation and will reduce the downside risks from near-term headwinds the
Group is currently experiencing and the risk of a breach of its covenants
which would result in the default of its lending arrangements with its banks.
This will also help to ensure that Videndum is well-positioned to benefit from
a recovery in revenue once the current headwinds abate.
Whilst the Group remains focused on proactively reducing Leverage in the short
term, in the medium to long term the Group has a disciplined approach to
capital allocation, including considering potential divestments as well as
targeted bolt-on M&A activity where there are opportunities to expand the
Group's addressable markets and/or enhance its technological capabilities.
It is accordingly announcing a fully underwritten Capital Raising, subject to
the conditions set out in the Placing Agreement, to raise gross proceeds of
£125 million. This will provide headroom with respect to the financial debt
covenants contained within the Group's Existing Senior Financial Indebtedness,
strategic, and financial flexibility and it will be supported by divestment
proceeds, if any, and continued cost control.
In summary, the Board believes the Capital Raising will allow Videndum to
focus its resources on strategic execution and long-term value creation for
shareholders from its market-leading premium brands focused on the content
creation market.
3. Use of proceeds
The Capital Raising is expected to raise approximately £125 million in gross
proceeds and approximately £116.7 million in net proceeds (after deduction of
estimated commissions, fees, expenses and excluding VAT).
US$55 million in net proceeds is intended to fund the repayment and
cancellation of the Group's outstanding term loans, which relate to the
acquisitions of Savage and Audix, which as at the Latest Practicable Date had
an outstanding balance of US$55 million (£44.2 million), following which
£72.5 million in net proceeds is intended to be utilised to repay drawings
under the Group's Revolving Credit Facility.
The Group will continue to prioritise reducing Leverage to its previous
targeted range to be below 1.5x whilst also seeking to execute its strategy
and maintain investment in its key strategic initiatives to drive organic
growth.
4. Current trading and outlook
Since the Group's last update in the 2023 Half Year Results announced on 26
September 2023, the US Writers' and Actors' Strikes have ended (pending the
SAG-AFTRA Member Ratification). However, as expected, there is significantly
more impact from the US Writers' and Actors' Strikes on the Group in H2 2023
than in H1 2023.
Consistent with the trends in the first half, the macroeconomic environment
remains challenging, and the Group does not anticipate a recovery in the
consumer or ICC segments in 2023.
Management believes that destocking has completed in consumer retailers,
however specialist distributors remain concerned about high interest rates and
levels of working capital, and there is therefore still some destocking in
this area, although this is expected to reduce and have a lower impact going
forward. Management continues to be focused on tightly managing costs and
preserving cash, while seeking to ensure that the business is well placed for
recovery now that the US Writers' and Actors' Strikes have ended (pending the
SAG-AFTRA Member Ratification) and once productions affected by those strikes
restart. However, as a consequence of the increasing impact of the strikes and
the challenging macroeconomic environment, the Group experienced a further
weakening in trading in the third quarter, particularly with respect to
Creative Solutions, and to a lesser extent Production Solutions, which have
the most exposure to the cine/scripted TV segment. This resulted in an
increase in Leverage from 2.9x as at 30 June 2023 to 4.2x as at 30 September
2023.
On 2 October 2023, certain trade and assets of Lightstream were sold to Xsolla
(USA), Inc., a leading player in the gaming industry, for US$0.5 million.
Videndum remains well positioned in a content creation market which has
attractive structural growth drivers and strong medium-term prospects. Now
that the US Writers' and Actors' Strikes have ended (pending the SAG-AFTRA
Member Ratification) and once productions affected by those strikes restart,
the Board is confident that the Group will benefit from a significant recovery
in its cine revenue.
5. Risk factors and further information
Shareholders should consider fully and carefully the risk factors associated
with Videndum, as set out in the Prospectus.
Shareholders should read the whole of the Prospectus and not rely solely on
the information set out in this announcement.
6. Principal terms and conditions of the Capital Raising
The Company proposes to raise gross proceeds of approximately £125 million
(approximately £116.7 million after deduction of estimated commissions, fees,
expenses and excluding VAT) by way of:
· a Firm Placing of 28,122,472 New Ordinary Shares; and
· a Placing and Open Offer of 18,748,315 New Ordinary Shares,
in each case at an Offer Price of 267 pence per New Ordinary Share. The New
Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares.
The Capital Raising is being fully underwritten by the Joint Bookrunners on,
and subject to, the terms and conditions of the Placing Agreement. The Capital
Raising is conditional on, among other things, the Resolutions having been
passed by Shareholders at the General Meeting.
The Board has considered the best way to structure the proposed equity Capital
Raising in light of the Group's current financial position and the interests
of all Shareholders. The decision to structure the equity Capital Raising by
way of a combination of a Firm Placing and a Placing and Open Offer takes into
account a number of factors, including the total net proceeds to be raised
pursuant to the Capital Raising and the possibility to widen the Company's
shareholder base with new investors in the Company. The Board also believes
that the Firm Placing could enable the Company to satisfy demand from current
major Shareholders wishing to increase their equity positions in the Company.
The Board has sought to balance the dilution to existing Shareholders arising
from the Firm Placing with the need to bring in substantial investors with
guaranteed commitments to ensure the success of the Capital Raising. As a
result 39.6% of the New Ordinary Shares being issued will be available to
existing Shareholders through the Open Offer on a pro rata basis.
Further details of the terms and conditions of the Capital Raising, including
the procedure for acceptance and payment and the procedure in respect of
rights not taken up, will be set out in the Prospectus and, where relevant,
the Application Form.
Offer Price
The Offer Price of 267 pence per New Ordinary Share represents a 3.3% discount
to the Closing Price of 276 pence per Ordinary Share on 20 November 2023. The
Offer Price (and the discount) has been set by the Directors following their
assessment of the prevailing market conditions and anticipated demand for the
New Ordinary Shares. The Board, having taken appropriate advice from its
advisors, believes that the Offer Price (including the discount) is
appropriate in the circumstances.
Firm Placing
The Company proposes to issue 28,122,472 Firm Placing Shares to Firm Placees
at the Offer Price, on a non-pre-emptive basis. The Firm Placing will not be
subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying
Shareholders.
Placing and Open Offer
Under the Open Offer, Qualifying Shareholders are being given the opportunity
to subscribe for New Ordinary Shares pro rata to their current holdings on the
basis of 2 New Ordinary Shares for every 5 Existing Ordinary Shares held by
them on the Record Date, and so in proportion to any other number of Existing
Ordinary Shares then held and otherwise on the terms and conditions set out in
this document (and, in the case of Qualifying Non-CREST Shareholders, the
Application Form).
Qualifying Shareholders may apply for any whole number of Open Offer Shares up
to their Open Offer Entitlements. Fractions of Open Offer Shares will not be
allotted and each Qualifying Shareholder's Open Offer Entitlements will be
rounded down to the nearest whole number. The fractional entitlements will be
aggregated and sold for the benefit of the Company under the Placing.
Accordingly, Qualifying Shareholders with fewer than 5 Existing Ordinary
Shares will not be entitled to take up any Open Offer Shares. Holdings of
Existing Ordinary Shares in certificated and uncertificated form will be
treated as separate holdings for the purpose of calculating Open Offer
Entitlements.
The Joint Bookrunners have agreed severally, subject to the certain terms and
conditions of the Placing Agreement, to use reasonable endeavours to procure
Placees for the New Ordinary Shares at the Offer Price. To the extent that any
Firm Placee or Placee procured by the Joint Bookrunners fails to subscribe for
any or all of the Firm Placing Shares and/or Placing Shares which have been
allocated to it, subject to certain conditions, each of the Joint Bookrunners
shall severally subscribe themselves for the Firm Placing Shares and/or the
Placing Shares at the Offer Price.
Director and Senior Management Subscriptions
Each of the Directors and certain of the Senior Managers have committed to
subscribe for New Ordinary Shares, at the Offer Price, in connection with the
Capital Raising pursuant to direct subscription agreements with the Company
(conditional upon Admission). In aggregate, 459,167 New Ordinary Shares are
expected to be issued by the Company in connection with the Director and
Senior Management Subscriptions and the Company will raise additional proceeds
of approximately £1,226,000 (gross).
Impact of not applying for New Ordinary Shares
Any New Ordinary Shares which are not applied for under the Open Offer will be
allocated to Conditional Placees pursuant to the Placing. Pursuant to the
Placing Agreement, the Joint Bookrunners have severally agreed to use
reasonable endeavours to procure conditional subscribers (subject to clawback
to satisfy Open Offer Entitlements taken up by Qualifying Shareholders) for
the New Ordinary Shares at the Offer Price. If the Joint Bookrunners are
unable to procure subscribers for any New Ordinary Shares that are not taken
up by Qualifying Shareholders pursuant to the Open Offer (including in the
event that a prospective Conditional Placee fails to take up any or all of the
Firm Placing Shares which have been allocated to it or which it has agreed to
take up at the Offer Price), then each of the Joint Bookrunners has agreed, on
the terms and subject to the conditions set out in the Placing Agreement,
severally (and not jointly or jointly and severally) to subscribe for such New
Ordinary Shares at the Offer Price in its Due Underwriting Proportions.
Shareholders should be aware that the Open Offer is not a rights issue. As
such, Qualifying Non-CREST Shareholders should note that their Application
Forms are not negotiable documents and cannot be traded. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlements will be
admitted to CREST, and be enabled for settlement, the Open Offer Entitlements
will not be tradeable or listed and applications in respect of the Open Offer
may only be made by the Qualifying Shareholder originally entitled or by a
person entitled by virtue of a bona fide market claim. New Ordinary Shares for
which application has not been made under the Open Offer will not be sold in
the market for the benefit of those who do not apply under the Open Offer and
Qualifying Shareholders who do not apply to take up their entitlements will
have no rights, and will not receive any benefit, under the Open Offer. Any
Open Offer Shares which are not applied for under the Open Offer will be
allocated to Conditional Placees pursuant to the Placing.
Dilution
If a Qualifying Shareholder who is not a Placee does not take up any of their
Open Offer Entitlements, such Qualifying Shareholder's holding, as a
percentage of the Enlarged Share Capital, will be diluted by 50.2% as a result
of the Capital Raising and the Director and Senior Management Subscriptions.
If a Qualifying Shareholder who is not a Placee takes up their Open Offer
Entitlements in full, such Qualifying Shareholder's holding, as a percentage
of Enlarged Share Capital, will be diluted by 30.3% as a result of the Firm
Placing and the Director and Senior Management Subscriptions.
Shareholders in the United States (subject to certain limited exceptions) and
the other Excluded Territories will not be able to participate in the Open
Offer and will therefore experience dilution as a result of the Capital
Raising and the Director and Senior Management Subscriptions.
Conditionality
The Capital Raising is conditional, among other things, upon:
· the passing of the Resolutions at the General Meeting without
material amendment;
· Admission of the New Ordinary Shares becoming effective by not
later than 8.00 a.m. on 8 December 2023 (or such later time and/or date as the
Joint Bookrunners and the Company may agree in advance in writing); and
· the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been rescinded
or terminated in accordance with its terms prior to Admission.
If any of the conditions are not satisfied or, if applicable, waived, then the
Capital Raising will not take place.
Application will be made for the New Ordinary Shares to be admitted to listing
on the premium segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities. It is expected that Admission
will become effective and dealings in the New Ordinary Shares fully paid will
commence at 8.00 a.m. on 8 December 2023.
7. Significant Commitments And Related Party Transactions
Significant commitments
The Company has received an irrevocable undertaking from Alantra confirming
its intention to vote in favour of the Resolutions at the General Meeting, in
respect of an aggregate of 9,908,153 Existing Ordinary Shares, representing
approximately 21.1% of the Existing Ordinary Shares as at the Latest
Practicable Date.
The Company has also received an irrevocable undertaking from Aberforth
confirming its intention to vote in favour of the Resolutions at the General
Meeting, in respect of an aggregate of 4,469,760 Existing Ordinary Shares,
representing approximately 9.54% of the Existing Ordinary Shares as at the
Latest Practicable Date.
Related Party Transactions
Each Director is a related party of the Company for the purposes of the
Listing Rules. The subscriptions by the Directors pursuant to the Director and
Senior Management Subscriptions are exempt in each case from the rules
regarding related party transactions under chapter 11 of the Listing Rules due
to the size of each Director and Senior Management Subscription relative to
the Company's market capitalisation. None of the Directors intend to take part
in either the Firm Placing or the Placing and Open Offer.
8. General Meeting
A notice convening a general meeting of the Company to be held at 10:30 a.m.
on 7 December 2023 at 41 Portland Place, London, W1B 1QH is set out at the end
of the Prospectus, which is expected to be published on 21 November 2023. The
purpose of the General Meeting is to seek Shareholders' approval for the
Resolutions, summarised as follows:
(A) Resolution 1 (ordinary resolution): that pursuant to section 551 of the Companies Act, the Directors are authorised until the conclusion of the next annual general meeting of the Company to: (i) allot shares up to an aggregate nominal amount of £9,465,991, representing approximately 101.0% of the Company's current issued share capital as at the Latest Practicable Date, pursuant to or in connection with the Capital Raising; and (ii) make an offer or agreement in connection with the Capital Raising which would or might require shares to be allotted after expiry of this allotment authority;
(B) Resolution 2 (ordinary resolution): that the Directors are authorised until the conclusion of the next annual general meeting of the Company to allot up to 47,329,954 New Ordinary Shares pursuant to the Capital Raising at an issue price of 267 pence, which is at a 3.3% discount to the Closing Price at 20 November 2023 and otherwise on the terms set out in the Prospectus;
(C) Resolution 3 (ordinary resolution): that any issuance of New Ordinary Shares to an existing Shareholder which constitutes a related party transaction for the purposes of paragraph 11.1.7R of the Listing Rules be approved; and
(D) Resolution 4 (special resolution): that pre-emption rights are disapplied up to an aggregate nominal amount of £9,465,991, representing approximately 101.1% of the Company's current issued share capital as at the Latest Practicable Date, pursuant to or in connection with the Capital Raising, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems.
The full text of the Resolutions is set out in the Notice of General Meeting
in the Prospectus, which is expected to be published on 21 November 2023.
Voting on the Resolutions will be conducted by way of a poll and not by a show
of hands.
As at today's date, the Company holds no Ordinary Shares in treasury.
9. Action to be taken
Full details of the terms and conditions of the Capital Raising and the
procedure for application and payment will be set out in the Prospectus, which
is expected to be published on 21 November 2023. If Shareholders are in any
doubt as to the action they should take, they are recommended to seek their
own personal financial advice immediately from their stockbroker, bank
manager, solicitor, accountant, fund manager or other independent financial
adviser authorised under FSMA if they are in the United Kingdom or, if they
are not, from another appropriately authorised independent financial adviser.
10. Directors' intentions
Each of the Directors has committed to subscribe for New Ordinary Shares, at
the Offer Price, in connection with the Capital Raising pursuant to the
Director and Senior Manager Subscriptions, as set out in the following table:
Name Existing Ordinary Shares beneficially held (as at the Latest Practicable Date) Total investment in New Ordinary Shares pursuant to the Director and Senior
Management Subscriptions (£)
Ian McHoul 20,000 50,000
Stephen Bird 235,477 250,000
Andrea Rigamonti 9,706 100,000
Anna Vikström Persson 0 70,000
Caroline Thomson 8,407 20,000
Dr Erika Schraner 3,805 10,000
Graham Oldroyd((1)) 0 100,000
Teté Soto 1,691 10,000
Richard Tyson 2,654 10,000
Stephen Harris 0 300,000
(1) Graham Oldroyd will hold the New Ordinary Shares issued pursuant to the
Director and Senior Manager Subscriptions jointly with his spouse.
11. Dividends and dividend policy
Reflecting the impact of the US Writers' and Actors' Strikes and the
challenging macroeconomic conditions have had on the financial performance of
the Group and its Leverage, Videndum did not declare a dividend at its 2023
Half Year Results.
The Board recognises the importance of dividends to the Group's shareholders
and intends to resume payment of a progressive and sustainable dividend when
it is appropriate to do so.
12. Directors' intentions and recommendation
The Board considers that the Capital Raising is in the best interests of the
Shareholders of the Company taken as a whole and unanimously recommends that
shareholders vote in favour of the Resolutions to be proposed at the General
Meeting, as the Directors who hold Existing Ordinary Shares intend to do in
respect of their own beneficial holdings.
In addition, each of the Directors has committed to subscribe for New Ordinary
Shares, at the Offer Price, in connection with the Capital Raising pursuant to
the Director and Senior Manager Subscriptions, as set out in paragraph 10 of
this announcement.
APPENDIX I
DEFINITIONS
"2023 Half Year Results" means the means the announcement of the Company's results for the six months
ended 30 June 2023 made on 26 September 2023, which includes the unaudited
condensed consolidated interim financial statements of the Group as at and for
the six months ended 30 June 2023 and the unaudited comparative financial
information as at and for the six months ended 30 June 2022;
"Aberforth" means Aberforth Partners LLP;
"Admission" means admission of the New Ordinary Shares to the premium listing segment of
the Official List and to trading on the main market for listed securities of
the London Stock Exchange;
"Alantra" means Alantra EQMC Asset Management;
"Amimon" Amimon Limited, incorporated in Israel;
"Application Form" means the personalised application form on which Qualifying Non-CREST
Shareholders may apply for New Ordinary Shares under the Open Offer;
"Audix" means Audix LLC, organised in the United States and/or if the context
requires, means the "audix" trademark;
"Audix Term Loan" means the term loan entered into on 7 January 2022, as amended by an amendment
letter dated 3 August 2023, an amendment letter dated 25 September 2023 and an
amendment letter dated 10 November 2023 between, among others, the Company (as
borrower), Citibank, N.A., London Branch, National Westminster Bank Plc,
UniCredit Bank AG, London Branch, Wells Fargo Bank, N.A., London Branch (each
as original lenders) and Citibank Europe plc, UK Branch (as agent);
"Board" means the board of directors of the Company from time to time;
"Business Day" means any day on which banks are generally open in London for the transaction
of business other than a Saturday or Sunday or public holiday;
"Capital Raising" means the Firm Placing and the Placing and Open Offer;
"CCSS" means the CREST Courier and Sorting Service established by Euroclear UK to
facilitate, amongst other things, the deposit and withdrawal of securities has
the meaning given to it in the CREST Manual;
"certificated" or "in certificated form" refers to a share or other security which is not in uncertificated form (that
is, not in CREST);
"Chair" means the Chair of the Company;
"Closing Price" means the closing, middle market quotation of an Existing Ordinary Share, as
derived from Bloomberg;
"Companies Act" means the Companies Act 2006 of England and Wales, as amended, modified or
re-enacted from time to time;
"Company" or "Videndum" Videndum plc, a public limited company incorporated in England and Wales with
registered number 00227691;
"Conditional Placee" means any person who agrees to conditionally subscribe for Open Offer Shares
(subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying
Shareholders) pursuant to the Placing;
"Consolidated Gross Borrowings" means at any time the aggregate (without double counting and excluding any
amount owed to another member of the Group) of the following:
(A) the outstanding principal amount of any moneys borrowed by any member of the Group and any outstanding overdraft debit balance of any member of the Group;
(B) the outstanding principal amount of any debenture, bond, note, loan stock or other security of any member of the Group;
(C) the outstanding principal amount of any acceptance under any acceptance credit opened by a bank or other financial institution in favour of any member of the Group;
(D) the outstanding principal amount of all moneys owing to a member of the Group in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis); and
(E) the capitalised element of indebtedness of any member of the Group in respect of any lease or hire purchase contract (excluding trade accounts arising in the normal course of trading);
the outstanding principal amount of any indebtedness of any person of a type
referred to in sub-paragraphs (A) to (E) above which is the subject of a
guarantee, indemnity or similar assurance against financial loss given by any
member of the Group;
"Consolidated Net Borrowings" means the aggregate amount of all Consolidated Gross Borrowings less cash at
bank and cash equivalent investments, as determined from the most recently
published annual or semi-annual consolidated financial statements of the
Group;
"Creative Solutions" or "Creative Solutions Division" means the division of Videndum entitled "Creative Solutions";
"CREST" means the system for the paperless settlement of trades in securities and the
holding of uncertificated securities in accordance with the CREST Regulations
operated by Euroclear UK;
"CREST Manual" means the rules governing the operation of CREST, consisting of the CREST
Reference Manual, CREST International Manual, CREST Central Counterparty
Service Manual, CREST Rules, Registrars Service Standards, Settlement
Discipline Rules, CREST CCSS Operations Manual, Daily Timetable, CREST
Application Procedure and CREST Glossary of Terms (all as defined in the CREST
Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended);
"CREST member" means a person a person who has been admitted by Euroclear UK as a system
member of CREST;
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as
amended from time to time;
"CREST sponsor" means a CREST participant admitted to CREST as a CREST sponsor;
"Daily Official List" means the daily official list of the London Stock Exchange;
"Directors" means the directors of the Company as at the date of this document, and
"Director" means any one of them;
"Director and Senior Management Subscriptions" means the subscription by each of the Directors and certain members of the
Senior Managers for New Ordinary Shares at the Offer Price, in connection with
the Capital Raising pursuant to direct subscription agreements with the
Company (conditional upon Admission);
"Disclosure Guidance and Transparency Rules" means the disclosure guidance and transparency rules made under Part VI of
FSMA (as set out in the FCA Handbook), as amended;
"Division" means any or a combination of the following: Creative Solutions Division,
Media Solutions Division and Production Solutions Divisions;
"Due Underwriting Proportions" means in the case of Jefferies, 50%, and in the case of Investec, 50%;
"EBITDA" means, for any period, the earnings before interest, taxes, depreciation, and
amortisation of the Group (including the 12 month pro forma effect of any
acquisitions or disposals made in the period in the case of acquisitions,
applying the same accounting principles as if the acquired company was already
part of the Group), after adding back all depreciation;
"EEA" means the European Economic Area first established by the agreement signed at
Oporto on 2 May 1992;
"Enlarged Share Capital" means the expected issued ordinary share capital of the Company immediately
following the issue of the New Ordinary Shares;
"Equity" means the total of the share capital, share premium, translation reserve,
capital redemption reserve, cash flow hedging reserve and retained earnings of
the Group;
"EU" or "European Union" means the European Union first established by the treaty made at Maastricht on
7 February 1992;
"Euroclear UK" means Euroclear UK & International Limited, the operator of CREST;
"Excluded Territories" means Australia, Canada, Switzerland, South Korea, Israel, Singapore, South
Africa, Japan and the United States (subject to certain limited exceptions),
and any other jurisdiction where the extension or availability of the Capital
Raising (and any other transaction contemplated thereby) would breach any
applicable law or regulation and "Excluded Territory" means any one of them;
"Existing Ordinary Shares" means, the existing Ordinary Shares in issue immediately preceding the Capital
Raising;
"Existing Senior Financial Indebtedness" means the Group's current senior financial indebtedness, which comprises of:
(i) a £200 million Revolving Credit Facility, of which £156 million was
drawn as at 30 June 2023; (ii) a US$53 million Savage Term Loan, of which
£22.9 million was outstanding as at 30 June 2023; and (iii) a US$47 million
Audix Term Loan;
"Ex-Entitlements Date" means the date on which the New Ordinary Shares are expected to commence
trading ex-entitlements, being 8.00 a.m. on 21 November 2023;
"FCA" means the Financial Conduct Authority;
"FCA Handbook" means the FCA's Handbook of Rules and Guidance, as amended from time to time;
"Financial Debt Covenants" means the financial debt covenants contained within the Group's Existing
Senior Financial Indebtedness;
"Firm Placee" means any person that has conditionally agreed to subscribe for Firm Placing
Shares;
"Firm Placing" means the conditional placing of the Firm Placing Shares on the terms and
subject to the conditions contained in the Placing Agreement;
"Firm Placing Shares" means the 28,122,472 New Ordinary Shares which are to be issued by the Company
pursuant to the Firm Placing;
"Form of Proxy" means the form of proxy for use at the General Meeting which accompanies this
document;
"FSMA" means the Financial Services and Markets Act 2000 of England and Wales, as
amended from time to time;
"General Meeting" means the general meeting of the Company to be convened to be held at 41
Portland Place, London, W1B 1QH at 10.30 a.m. (London time) on 7 December;
"Group" means the Company and each of its direct and indirect subsidiaries from time
to time (where "subsidiary" shall have the meaning ascribed to it in the
Companies Act);
"ICC" independent content creators;
"Joint Bookrunners" means Jefferies International Limited and Investec Bank plc;
"Joint Global Co-ordinators" means Jefferies International Limited and Investec Bank plc;
"Latest Practicable Date" means 17 November 2023, being the latest practicable date prior to publication
of this Announcement;
"Leverage" means Consolidated Net Borrowings to EBITDA according to the terms of the
Group's lending covenants;
"Lightstream" means the entire issued share capital of Infiniscene Inc.;
"London Stock Exchange" means London Stock Exchange Group plc or its successor(s);
"MAR" means Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, in the form retained in the English
law and as amended from time to time;
"Media Solutions" or "Media Solutions Division" means the division of Videndum entitled "Media Solutions";
"Net Debt" means the net debt of the Group comprising of: (i) cash and cash equivalents
(cash on hand and demand deposits at banks); (ii) bank overdrafts that are
payable on demand; (iii) interest-bearing loans and borrowings; and (iv) lease
liabilities;
"New Ordinary Shares" means the Ordinary Shares to be issued by the Company pursuant to the Capital
Raising and the Director and Senior Management Subscriptions;
"Notice" means the notice of the General Meeting contained in the Prospectus;
"Offer Price" means 267 pence per New Ordinary Share;
"Official List" means the official list maintained by the FCA pursuant to FSMA;
"Open Offer" means the conditional invitation to Qualifying Shareholders to apply to
subscribe for the Open Offer Shares at the Offer Price on the terms and
subject to the conditions set out in this document and, in the case of
Qualifying Non-CREST Shareholders only, the Application Form;
"Open Offer Entitlements" means entitlements to subscribe for Open Offer Shares allocated to a
Qualifying Shareholder pursuant to the Open Offer;
"Open Offer Shares" means 18,748,315 New Ordinary Shares which are to be issued by the Company
pursuant to the Open Offer;
"Ordinary Shares" means the ordinary shares of 20 pence each in the share capital of the
Company;
"Placee" means a Conditional Placee or a Firm Placee;
"Placing" means the conditional placing of the Open Offer Shares, subject to clawback
pursuant to the Open Offer, on the terms and subject to the conditions
contained in the Placing Agreement;
"Placing Agreement" means the agreement entered into by the Company and the Joint Bookrunners,
pursuant to which the Company has appointed Jefferies and Investec as Joint
Global Co-ordinators and Joint Bookrunners in connection with the Capital
Raising, and Rothschild & Co as Sponsor in connection with Admission;
"Placing Shares" means the Open Offer Shares proposed to be issued by the Company pursuant to
the Placing (to the extent that such shares have not been validly taken up
pursuant to the Open Offer);
"Production Solutions" or "Production Solutions Division" means the division of Videndum entitled "Production Solutions";
"Prospectus Regulation Rules" means the Prospectus Regulation Rules of the FCA made under section 73A of
FSMA;
"Qualifying CREST Shareholders" means Qualifying Shareholders holding Ordinary Shares in uncertificated form;
"Qualifying Non-CREST Shareholders" means Qualifying Shareholders holding Ordinary Shares in certificated form;
"Qualifying Shareholders" means holders of Existing Ordinary Shares on the register of members of the
Company at the Record Date;
"R&D" means research and development;
"Record Date" means 6.00 p.m. (London time) on 17 November 2023 which is the date on which a
Shareholder must hold Ordinary Shares to be a Qualifying Shareholder;
"Regulation S" means Regulation S under the US Securities Act;
"Related Party Transaction" has the meaning ascribed to it in paragraph 9 of IAS 24, being the standard
adopted according to Regulation (EC) No. 1606/2002;
"Resolutions" means each of the resolutions to be proposed at the General Meeting;
"Revolving Credit Facility" means a multi-currency £200,000,000 Revolving Credit Facility originally
dated 5 July 2016 as amended and restated on 12 November 2021 and as amended
by an amendment letter dated 3 August 2023, an amendment letter dated 25
September 2023 and an amendment letter dated 10 November 2023;
"Risk Factors" means risk factors relating to the investment in the New Ordinary Shares
pursuant to the Capital Raising, including: (i) risks relating to the Group's
business; (ii) risks relating to the Group's industry; (iii) risks relating to
regulation and legislation and (iv) risks relating to the Capital Raising and
the shares;
"Rule 144A" means Rule 144A under the US Securities Act;
"Rycote" means the "rycote" trademark;
"SAG-AFTRA" means the Screen Actors Guild-American Federation of Television and Radio
Artists which went on strike in July 2023;
"SAG-AFTRA Member Ratification" means the ratification by SAG-AFTRA members at a vote to be held on 5 December
2023 to confirm the new contract reached with AMPTP for its members;
"Savage" means the entire issued share capital of Savage Universal Corp. and Superior
Paper Specialties, LLC;
"Savage Term Loan" means the term loan entered into on 15 November 2021, as amended by an
amendment letter dated 3 August 2023, an amendment letter dated 25 September
2023 and an amendment letter dated 10 November 2023 between, among others, the
Company (as borrower), Citibank, N.A., London Branch, National Westminster
Bank Plc, UniCredit Bank AG, London Branch, Wells Fargo Bank, N.A., London
Branch (each as original lenders) and Citibank Europe plc, UK Branch (as
agent);
"Senior Managers" means the Senior Managers of the Group, including Marco Pezzana (Group Chief
Operating Officer & Divisional CEO, Media Solutions), Nicola Dal Toso
(Divisional CEO, Production Solutions), Marco Vidali (Divisional CEO, Creative
Solutions), Jon Bolton (Group Company Secretary and HR Director), Jennifer
Shaw (Group Communications Director) and Fred Fellmeth (Group General
Counsel);
"Shareholders" means the holder(s) of Ordinary Shares from time to time and "Shareholder"
means any one of them;
"Sponsor" means N.M. Rothschild & Sons Limited;
"stock account" means an account within a member account in CREST to which a holding of a
particular share or other security in CREST is credited;
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same);
"Test Date" means:
(A) each date in each year which is the Company's accounting reference date and the date falling six months thereafter, being, as at the date of this Prospectus, 31 December and 30 June; and
(B) 31 March 2024 and 30 September 2024;
"uncertificated" or "in uncertificated form" refers to a share or other security recorded on the relevant register of the
share or security concerned as being held in uncertificated form in CREST and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States and the District of Columbia;
"US Securities Act" means the US Securities Act of 1933, as amended;
"US Writers' and Actors' Strikes" means the strike entered into by the WGA and SAG-AFTRA in May and July 2023
respectively;
"VAT" means:
(A) any value added tax imposed by Value Added Tax Act 1994 and legislation and regulations supplemental thereto;
(B) to the extent not included in paragraph (A) above, any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(C) any other Tax of a similar nature to the Taxes referred to in paragraph (A) or paragraph (B) above, whether imposed in the UK or a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (A) or paragraph (B) above or imposed elsewhere;
"Wooden Camera" means Wooden Camera, Inc, organised in the United States and/or if the context
requires, means the "wooden camera" trademark; and
"Writers Guild of America" or "WGA" means the Writers Guild of America which went on strike in May 2023.
APPENDIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE FIRM PLACING AND PLACING
FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING (THE
"FIRM PLACING") OF NEW ORDINARY SHARES IN VIDENDUM PLC (THE "COMPANY") OR THE
PLACING OF NEW ORDINARY SHARES IN THE COMPANY SUBJECT TO CLAWBACK (THE
"CONDITIONAL PLACING" AND TOGETHER WITH THE FIRM PLACING, THE "PLACINGS") IN
RESPECT OF VALID APPLICATIONS BY QUALIFYING SHAREHOLDERS PURSUANT TO THE OPEN
OFFER (THE "OPEN OFFER", AND TOGETHER WITH THE PLACINGS, THE "CAPITAL
RAISING"). THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO: (A) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED EU LAW AS
DEFINED IN THE EU (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE
ORDER AND WHO ARE QUALIFIED INVESTORS; OR (C) ANY OTHER PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, HAVE BEEN INVITED
TO PARTICIPATE IN THE FIRM PLACING AND/OR THE CONDITIONAL PLACING BY THE JOINT
BOOKRUNNERS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVSTMENT ACTIVITY TO WHICH THESE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE
HAS NOT BEEN AND WILL NOT BE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.
EACH PLACEE (AS SUCH TERM IS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in this
announcement or in the preliminary circular and prospectus dated 14 November
2023 prepared by, and relating to, the Company (the "Preliminary Prospectus")
in connection with the offer of New Ordinary Shares to be issued by the
Company in connection with the Capital Raising. The Preliminary Prospectus has
not been approved by the Financial Conduct Authority (the "FCA") under section
87A of the Financial Services and Markets Act 2000 (as amended) ("FSMA") or
otherwise.
In connection with the Capital Raising and Admission, the final approved
combined circular and prospectus (the "Prospectus") prepared by, and relating
to, the Company is expected to be dated on or around 21 November 2023. The
Prospectus will, subject to approval by the FCA, be published on the Company's
website and made available to you and will be despatched by the Company to its
Shareholders (other than those who have elected or have deemed to have elected
to receive soft copy, e-mail notifications or postal notifications of the
publication of documents). The Prospectus is not expected to be approved and
published prior to Placees entering into a legally binding commitment in
respect of the Firm Placing or Conditional Placing with the Joint Bookrunners,
as agents of and on behalf of the Company. As such, any commitments made under
the Firm Placing and/or the Conditional Placing will be on the basis of the
Preliminary Prospectus and this announcement and the terms and conditions in
this Appendix.
The Firm Placing will consist of an offer of New Ordinary Shares (the "Firm
Placing Shares") by way of a placing with institutional investors. The
Conditional Placing will consist of an offer of New Ordinary Shares by way of
a placing with institutional investors subject to clawback by Qualifying
Shareholders pursuant to the Open Offer (the "Conditional Placing Shares" and
together with the Firm Placing Shares, the "Placing Shares"). If a person
indicates to the Joint Bookrunners that it wishes to participate in the Firm
Placing and/or Conditional Placing by making an oral or written offer to
acquire Firm Placing Shares pursuant to the terms of the Firm Placing and/or
Conditional Placing Shares pursuant to the terms of the Conditional Placing
(each such person, a "Placee"), such person will be deemed: (i) to have read
and understood in their entirety these terms and conditions in this Appendix
and the announcement of which it forms part and the Preliminary Prospectus;
(ii) to be participating and making such offer on the terms and conditions
contained in this Appendix; and (iii) to be providing the representations,
warranties, indemnities, agreements, undertakings, acknowledgements and
confirmations contained in these terms and conditions in this Appendix.
In particular, each Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage and dispose of any of the Placing Shares that are
allocated to it for the purposes of its business only;
2. in the case of any Placing Shares subscribed for by it as a
financial intermediary as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable), if in a
member state of the EEA or the UK, that: (i) the Placing Shares acquired by
and/or subscribed for by it in the Placings will not be acquired and/or
subscribed for on a nondiscretionary basis on behalf of, nor will they be
acquired or subscribed for with a view to their offer or resale to, persons in
a member state of the EEA or the UK (as applicable) other than Qualified
Investors (as such term is defined in either the EU Prospectus Regulation or
the UK Prospectus Regulation (as applicable)), or in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale, in a member state of the EEA which has implemented the EU Prospectus
Regulation or the UK, to Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such proposed
offer or resale; or (ii) where the Placing Shares have been acquired or
subscribed for by it on behalf of persons in any member state of the EEA or
the UK 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 applicable) as having been made to such persons;
3. it is and, at the time the Placing Shares are acquired,
will be either: (i) not located in the United States (within the meaning of
Regulation S under the Securities Act ("Regulation S")); acquiring the
Placing Shares in an offshore transaction in accordance with Regulation S;
not a resident of any Excluded Territories (as defined below) or a
corporation, partnership or other entity organised under the laws of any
Excluded Territories; and subscribing for the Placing Shares for its own
account (or for the account of affiliates or funds managed by it or its
affiliates with respect to which it either has investment discretion or which
are located outside the United States); or (ii) a QIB, as that term is
defined in Rule 144A, which is (a) aware, and each potential beneficial owner
of the Placing Shares has been advised, that the sale to it of the Placing
Shares is being made in accordance with Rule 144A or another available
exemption from, or in a transaction not subject to, registration under the
Securities Act, and (b) either acquiring the Placing Shares for its own
account, or any account for which it is acquiring the Placing Shares is a QIB.
If the Placee is participating in the Placings as or on behalf of a QIB, it
agrees to furnish to the Joint Bookrunners and the Company a signed U.S.
investor letter in the form provided by the Joint Bookrunners and the Company.
These terms and conditions do not constitute, subject to certain exceptions,
an offer to sell or issue or the invitation or solicitation of an offer to buy
or acquire the Placing Shares in, or to residents of, any jurisdiction
including, without limitation, Australia, Canada, Switzerland, South Korea,
Israel, South Africa, Japan, Singapore and the United States or any other
jurisdiction where the extension or availability of the Placings would breach
any applicable laws or regulations (each an "Excluded Territory", and
"Excluded Territories" shall mean any of them);
4. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer restrictions set out
in this Appendix;
5. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties and
acknowledgements; and
6. these terms and conditions and the information contained
herein are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in, or who are residents of, the
United States, or subject to certain exceptions any other Excluded Territory.
In particular, the Placing Shares referred to in these terms and conditions
have not been and will not be registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
the Placing Shares may not be offered, sold, transferred or delivered,
directly or indirectly in, into or within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable laws
of any state or other jurisdiction of the United States. Accordingly, the
Placing Shares are being offered and sold outside the United States in
accordance with Regulation S. There has not been and will not be a public
offering of the Placing Shares in the United States. The Placing Shares have
not been approved or disapproved by the U.S. Securities and Exchange
Commission, or any state securities commission in the United States, or any
other regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placings or the accuracy
or adequacy of these terms and conditions. Any representation to the contrary
is a criminal offence in the United States.
The distribution of these terms and conditions and the offer and/or placing of
the Placing Shares in certain other jurisdictions may be restricted by law. No
action has been or will be taken by any of the Joint Bookrunners or the
Company that would, or is intended to, permit an offer of the Placing Shares
or possession or distribution of these terms and conditions or any other
offering or publicity material relating to the Placing Shares in any
jurisdiction where any such action for that purpose is required, save as
mentioned above. Persons into whose possession these terms and conditions come
are required by the Joint Bookrunners and the Company to inform themselves
about and to observe any such restrictions.
Each Placee's commitments will be made solely on the basis of the information
set out in the terms and conditions in this Appendix, this announcement and
the Preliminary Prospectus. Each Placee, by participating in the Placings,
acknowledges and agrees that it has not relied on any other information,
representation, warranty or statement made by or on behalf of any of the Joint
Bookrunners or the Company or any of their respective affiliates and none of
the Joint Bookrunners, the Company or any person acting on such person's
behalf or any of their respective affiliates has or shall have liability for
any Placee's decision to accept the invitation to participate in the Placing
based on any other information, representation, warranty or statement. 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 the
invitation to participate in the Placings.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of any Joint Bookrunner or any of
its affiliates, their respective directors, officers, employees, agents,
advisers, or any other person, as to the accuracy, completeness, correctness
or fairness of the information or opinions contained in the Preliminary
Prospectus and/or the Prospectus (when published), this announcement or for
any other statement made or purported to be made by any of them, or on behalf
of them, in connection with the Company, the Capital Raising or Admission and
no such person shall have any responsibility or liability for any such
information or opinions or for any errors or omissions. Accordingly, save to
the extent permitted by law, no liability whatsoever is accepted by any of the
Joint Bookrunners or any of their respective directors, officers, employees or
affiliates or any other person for any loss howsoever arising, directly or
indirectly, from any use of this announcement or such information or opinions
contained herein or otherwise arising in connection with the Preliminary
Prospectus and/or the Prospectus (when published).
These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement or recommendation to enter into investment
activity, nor shall these terms and conditions (or any part of them), nor the
fact of their distribution, form the basis of, or be relied on in connection
with, any investment activity. No statement in this announcement is intended
to be nor may be construed as a profit forecast and nor should any such
statement be interpreted to mean that the Company's profits or earnings per
share for any future period will necessarily match or exceed historical
published profits or earnings per share of the Company.
Proposed Firm Placing of Firm Placing Shares and Conditional Placing of
Conditional Placing Shares subject to clawback in respect of valid
applications by Qualifying Shareholders pursuant to the Open Offer
Placees are referred to these terms and conditions in this Appendix, this
announcement and the Preliminary Prospectus containing details of, inter alia,
the Capital Raising. These terms and conditions in this Appendix, this
announcement, the Preliminary Prospectus and the Prospectus have been prepared
and issued, or will be issued, by the Company, and each of these documents is
and will be the sole responsibility of the Company.
The Joint Bookrunners have agreed, pursuant to the Placing Agreement, to use
reasonable endeavors to procure subscribers for the Firm Placing Shares and
Conditional Placing Shares, as agent for the Company, at the Offer Price.
Placees for Conditional Placing Shares in the Conditional Placing are subject
to clawback to satisfy valid application by Qualifying Shareholders under the
Open Offer. The Firm Placing Shares are not subject to clawback and do not
form part of the Placing and Open Offer. The Firm Placing and Placing and Open
Offer have been fully underwritten by the Joint Bookrunners on, and subject
to, the terms and conditions of the Placing Agreement.
To the extent that any Placee fails to take up any or all of the Placing
Shares which have been allocated to it or which it has agreed to take up at
the Offer Price, the Joint Bookrunners have severally agreed, on the terms and
subject to the conditions in the Placing Agreement, to each take up such
Placing Shares at the Offer Price.
To the extent that Placees cannot be found for the Placing Shares which are
not applied for by Qualifying Shareholders under the Open Offer, the Joint
Bookrunners have severally agreed, on the terms and subject to the conditions
in the Placing Agreement, to take up such Placing Shares at the Offer Price.
Application for listing and admission to trading
Applications will be made to the FCA for admission of the New Ordinary Shares
to listing on the premium listing segment of the Official List of the FCA and
to the London Stock Exchange for admission of the New Ordinary Shares to
trading on its main market for listed securities.
Application will also be made to Euroclear UK & International Limited for
the entitlements to the Open Offer Shares (the "Open Offer Entitlements") to
be admitted as separate participating securities within CREST.
The New Ordinary Shares issued under the Firm Placing, Conditional Placing and
Open Offer, when issued and fully paid, will be identical to, and rank pari
passu in all respects with, the Existing Ordinary Shares including the right
to receive all dividends and other distributions declared, made or paid on the
Existing Ordinary Shares by reference to a record date on or after Admission.
Subject to the conditions below being satisfied, it is expected that Admission
will become effective on 8 December 2023 and that dealings for normal
settlement in the Open Offer Shares will commence at 8.00 a.m. on the same
day.
The Firm Placing, Conditional Placing and Open Offer are conditional, inter
alia, upon:
(i) the Prospectus being approved by the FCA on or before 4.00
p.m. on 21 November 2023 and being made available to the public by no later
than 6.00 p.m. on that day (or, in each case, such later time and/or date as
the Joint Bookrunners may, acting jointly and in good faith, agree with the
Company);
(ii) the Resolutions being passed by Shareholders at the
General Meeting;
(iii) Admission becoming effective by not later than 8.00 a.m.
on 8 December 2023 (or such later time or date as the Company and the Joint
Bookrunners (acting jointly and in good faith) may agree in writing); and
(iv) the Placing Agreement having become unconditional in all
respects and not having been terminated by the Joint Bookrunners in accordance
with its terms prior to Admission.
The full terms and conditions of the Open Offer will be contained in the
Prospectus to be issued by the Company in connection with the Capital Raising
and Admission. The Prospectus to be issued by the Company is expected to be
approved by the FCA under section 87A of the FSMA and made available to the
public in accordance with Rule 3.2 of the Prospectus Regulation Rules made
under Part VI of the FSMA.
Bookbuild of the Placings
The Joint Bookrunners will be conducting an accelerated bookbuild process
commencing immediately following this announcement (the "Bookbuild") in order
to determine demand for participation in the Placings. The Joint Bookrunners,
as agents for the Company, will seek to procure Placees as part of this
Bookbuild. These terms and conditions give details of the terms and conditions
of, and the mechanics of participation in, the Placings.
Principal terms of the Bookbuild
a) By participating in the Placings, Placees will be deemed:
(i) to have read and understood the terms and conditions in this Appendix,
this announcement and the Preliminary Prospectus; (ii) to be participating
and making an offer for any Placing Shares on these terms and conditions; and
(iii) to be providing the representations, warranties, indemnities,
agreements, undertakings, acknowledgements and confirmations contained in
these terms and conditions.
b) The Joint Bookrunners are arranging the Placings severally,
and not jointly, or jointly and severally, as agents of the Company.
c) Participation in the Placings will only be available to
persons who are Relevant Persons and who may lawfully be, and are, invited to
participate by any of the Joint Bookrunners. The Joint Bookrunners and their
respective affiliates are entitled to enter bids for Placing Shares as
principal in the Bookbuild.
d) To bid in the Bookbuild, Placees should communicate their
bid by telephone or in writing to their usual sales contact at any Joint
Bookrunners. Each bid should state the aggregate number of Firm Placing Shares
and Conditional Placing Shares which the Placee wishes to acquire at the Offer
Price.
e) The Offer Price will be payable to the Joint Bookrunners
(on behalf of the Company) by the Placees in respect of the Placing Shares
allocated to them. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph (h) below.
f) The Bookbuild is expected to close on or around 8.00 p.m.
on 20 November 2023, subject to acceleration, but may close earlier or later,
at the discretion of the Joint Bookrunners and the Company. The timing of the
closing of the books and allocations will be agreed between the Joint
Bookrunners and the Company following completion of the Bookbuild. The Joint
Bookrunners may, in agreement with the Company, accept offers to subscribe for
Placing Shares that are received after the Bookbuild has closed.
g) An offer to subscribe for Placing Shares in the Bookbuild
will be made on the basis of these terms and conditions in this Appendix
(which shall be deemed to be incorporated in such offer), this announcement
and the Preliminary Prospectus and will be legally binding on the Placee by
which, or on behalf of which, it is made and will not be capable of variation
or revocation.
h) Subject to paragraph (g) above, the Joint Bookrunners
reserve the right not to accept bids or to accept bids, either in whole or in
part, on the basis of allocations determined at the Joint Bookrunners'
discretion and may scale down any bids as the Joint Bookrunners may determine,
subject to consultation with the Company. The acceptance of bids shall be at
the Joint Bookrunners' absolute discretion, subject to consultation with the
Company.
i) If successful, each Placee's allocation will be confirmed
to it by the Joint Bookrunners following the close of the Bookbuild. Oral or
written confirmation (at the Joint Bookrunners' discretion) from the Joint
Bookrunners to such Placee confirming its allocation will constitute a legally
binding commitment upon such Placee, in favour of the Joint Bookrunners and
the Company to acquire the number of Placing Shares allocated to it (and in
the respective numbers of Firm Placing Shares and Conditional Placing Shares
(subject to clawback) so allocated) on the terms and conditions set out herein
(which shall be deemed to be incorporated in such legally binding commitment).
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or
as the Joint Bookrunners may direct) as agent for the Company in cleared funds
an amount equal to the product of the Offer Price and the number of Firm
Placing Shares and, once apportioned after clawback (in accordance with the
procedure described in the paragraph entitled "Placing Procedure" below), the
Conditional Placing Shares, which such Placee has agreed to acquire.
j) Each Placee's allocation and commitment together with
settlement arrangements will be confirmed by an electronic contract note
and/or electronic trade confirmation issued to such Placee by one of the Joint
Bookrunners in due course. The contract note or trade confirmation will
include the payment and settlement procedures to be followed by Placees in
connection with their acquisition of the Placing Shares.
k) The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be issued
(the "Placing Results Announcement"). It is expected that such Placing Results
Announcement will be made as soon as practicable after the close of the
Bookbuild and in any event by no later than 8.00 a.m. on 21 November 2023.
l) Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placings is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placings will be required to be
made at the same time on the basis explained below under the paragraph
"Registration and Settlement".
m) By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Firm Placing and/or Conditional
Placing will terminate only in the circumstances described below and will not
be capable of rescission or termination by the Placee. All obligations under
the Placings will be subject to the fulfilment of the conditions referred to
below under the paragraph "Conditions of the Placings and Termination of the
Placing Agreement".
n) To the fullest extent permissible by law, no Joint
Bookrunner nor any of its affiliates nor any of its or their respective
affiliates' agents, directors, officers or employees, respectively, shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise). In particular, no Joint Bookrunner nor any of its
affiliates nor any of its or their respective affiliates' agents, directors,
officers or employees, respectively, shall have any liability (including, to
the extent permissible by law, any fiduciary duties), to any Placee (or to any
person whether acting on behalf of a Placee or otherwise) in respect of the
Joint Bookrunners' conduct of the Bookbuild or of such alternative method of
effecting the Placings as the Joint Bookrunners and the Company may agree.
Conditions of the Placings and Termination of the Placing Agreement
Placees will only be called on to subscribe for Placing Shares if the
obligations of the Joint Bookrunners under the Placing Agreement have become
unconditional in all respects and the Joint Bookrunners have not terminated
the Placing Agreement prior to Admission.
The Joint Bookrunners' obligations under the Placing Agreement in respect of
the Firm Placing, Conditional Placing and Open Offer are conditional upon,
inter alia:
a) the Prospectus being approved pursuant to the Prospectus
Regulation Rules and FSMA by the FCA not later than 4.00 p.m. on 21 November
2023 and being made available to the public in accordance with the UK
Prospectus Regulation Rules by no later than 6.00 p.m. that day (or such later
time and/or date as the Company and the Joint Bookrunners may agree);
b) Admission occurring not later than 8.00 a.m. on 8 December
2023 or such later time and/or date as the Company and the Joint Bookrunners
(acting jointly) may agree in writing, not being later than 22 December 2023;
c) the passing of the Resolutions (without any amendment
which, in the opinion of the Joint Bookrunners (acting jointly) is material)
at the General Meeting by no later than 7 December 2023 (or at any adjournment
of such meeting);
d) the representations and warranties given by the Company to
the Joint Bookrunners in the Placing Agreement (disregarding any materiality
qualifiers set out therein), being true and accurate as of the date of the
Placing Agreement, the date of the Prospectus, the date of any supplementary
prospectus published prior to Admission and immediately before Admission, in
each case as though they had been given by reference to the facts and
circumstances subsisting therein, save to the extent, that, in the good faith
opinion of the Joint Bookrunners (acting jointly), the relevant matter is not
material; and
e) compliance by the Company with all of its obligations and
undertakings under the Placing Agreement or under the terms and conditions of
the Capital Raising which fall to be performed or complied with on or prior to
Admission, save to the extent that, in the good faith opinion of the Joint
Bookrunners (acting jointly) such non-compliance is not material;
f) the Irrevocable Undertakings remaining in full force and
effect and not having been terminated or modified or amended in any material
respect;
g) there not having occurred, in the good faith opinion of the
Joint Bookrunners (acting jointly), any Material Adverse Change (as that term
is defined in the Placing Agreement) at any time between the date of the
Placing Agreement and prior to Admission (whether or not foreseeable at the
date of the Placing Agreement);
h) the posting of the Application Forms and the sending of a
CREST instruction to credit the CREST accounts of Qualifying Shareholders as
contemplated in the Prospectus and in accordance with the Placing Agreement;
i) no matter referred to in paragraph 3.4.1 of the UK
Prospectus Regulation Rules or Article 23(1) of the UK Prospectus Regulation
arising between the publication of the Prospectus and Admission which the
Joint Bookrunners (acting jointly) consider in good faith to be material;
j) any Supplementary Prospectus required prior to Admission
pursuant to Article 23 of the UK Prospectus Regulation having been approved by
the FCA and having been published prior to Admission in accordance with
Article 21 of the UK Prospectus Regulation;
k) no event requiring the publication of a Supplementary
Prospectus referred to in paragraph 3.4.1 of the Prospectus Regulation Rules
or Article 23 of the UK Prospectus Regulation arising between the time of
publication of the Prospectus and Admission and no supplementary prospectus
being published by or on behalf of the Company before Admission; and
l) the Company having applied to Euroclear for admission of
the Open Offer Entitlements as participating securities within CREST and no
notification having been received from Euroclear on or prior to Admission that
such admission has been or is to be refused and Euroclear approving the entry
into CREST of the Open Offer Entitlements,
(all such conditions included in the Placing Agreement being, together, the
"Conditions").
The Placing Agreement can be terminated at any time before Admission by the
Joint Bookrunners by giving notice to the Company in certain circumstances,
including (but not limited to) where:
a) any statement contained in any offer document (or any
amendment or supplement thereto) is or has become untrue inaccurate in any
material respect or omits to state a material fact necessary in order to make
such statement, in light of the circumstances under which it was made, not
misleading, or any matter has arisen which would, if the offer documents were
to be issued at that time constitute a material omission therefrom (or an
amendment or supplement to any of them) which, in the opinion of the Joint
Bookrunners (acting jointly), is material;
b) there has been a breach by the Company of any of its
obligations under the Placing Agreement except to the extent as would not be,
in the opinion of the Joint Bookrunners (acting jointly and in good faith),
materially adverse in the context of the Capital Raising and/or the
underwriting of the New Ordinary Shares and/or Admission;
c) the Irrevocable Undertakings have been terminated or
modified or amended in any material respect;
d) there has been a breach by the Company of any of the
warranties, representations or undertakings given by it pursuant to the
Placing Agreement, or an event occurs which, if those warranties,
representations or undertakings were repeated immediately after that event,
would make any of those warranties representations or undertakings untrue
(disregarding any materiality qualifiers set out therein), in each case to an
extent which the Joint Bookrunners (acting in good faith) determine to be
material;
e) there has been, in the good faith opinion of the Joint
Bookrunners (acting jointly), a Material Adverse Change (as defined in the
Placing Agreement), whether or not foreseeable at the date of the Placing
Agreement;
f) there has occurred:
a. (i) any adverse change in the financial markets in the United States,
the United Kingdom or in any member of the European Economic Area or the
international financial markets; (ii) any outbreak or escalation of
hostilities, war, act of terrorism, declaration of emergency or martial law or
other calamity or crisis or event; (iii) any change or development involving a
prospective change in national or international political, financial,
economic, monetary or market conditions or currency exchange rates or
controls;
b. any suspension of, material limitation to, trading in any securities of
the Company by the London Stock Exchange or the suspension or material
limitation to trading generally on the New York Stock Exchange, the NASDAQ
National Market or the London Stock Exchange, or minimum or maximum prices for
trading having been fixed, or maximum ranges for prices of securities having
been required, by any of said exchanges or by order of any governmental
authority, or a material disruption in commercial banking or securities
settlement or clearance services in the United States, the United Kingdom or
in any member of the European Economic Area;
c. any change in the United Kingdom taxation laws materially adversely
affecting the Group, the Placing Shares or the issue thereof; or
d. any declaration of a banking moratorium by the United States, the
United Kingdom or any member of the European Economic Area,
which would, in the good faith opinion of the Joint Bookrunners (acting
jointly), impractical or inadvisable to proceed with the Capital Raising or
the underwriting of the Placing Shares, or
g) the application for Admission is refused by the FCA and/or
the London Stock Exchange, or is withdrawn by the Company.
If any Condition has not been satisfied or has become incapable of being
satisfied by the required time and date (and is not waived by the Joint
Bookrunners as described below) or if the Placing Agreement is terminated, all
obligations under these terms and conditions will automatically terminate.
By participating in the Placings, each Placee agrees that its rights and
obligations hereunder are conditional upon the Placing Agreement becoming
unconditional in all respects and that its rights and obligations will
terminate only in the circumstances described above and will not be capable of
rescission or termination by it after oral or written confirmation by the
Joint Bookrunners (at the Joint Bookrunners' discretion) following the close
of the Bookbuild.
The Joint Bookrunners, acting jointly, may in their absolute discretion in
writing and upon such terms as they think fit waive the satisfaction of
certain of the Conditions in the Placing Agreement or extend the time provided
for fulfilment of such Conditions. Any such extension or waiver will not
affect Placees' commitments as set out in these terms and conditions.
By participating in the Placings each Placee agrees that the exercise by the
Company or any of the Joint Bookrunners of any right or other discretion under
the Placing Agreement, including (without limitation) any decision made by the
Joint Bookrunners as to whether or not to waive or to extend the time and/or
date for the fulfilment of any condition in the Placing Agreement and/or (on
behalf of the Joint Bookrunners) whether or not to exercise any termination
right, shall be within the absolute discretion of the Company and each Joint
Bookrunners (as the case may be).
Neither the Company nor either Joint Bookrunners 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 made by the Joint Bookrunners as to
whether or not to waive or to extend the time and/or date for the fulfilment
of any condition in the Placing Agreement and/or whether or not to exercise
any such termination right.
Withdrawal Rights
Placees acknowledge that their agreement to subscribe for Placing Shares is
not by way of acceptance of the public offer made in the Prospectus and the
Application Form but is by way of a collateral contract and as such Article
23(2) of the EU Prospectus Regulation and the UK Prospectus Regulation does
not entitle Placees to withdraw in the event that the Company publishes a
supplementary prospectus in connection with the Capital Raising or Admission.
Placing Procedure
Placees shall subscribe for the Firm Placing Shares and/or Conditional Placing
Shares to be issued pursuant to the Firm Placing and/or Conditional Placing
(subject to clawback in the case of the Conditional Placing) and any
allocation of the Firm Placing Shares and Conditional Placing Shares (subject
to clawback) to be issued pursuant to the Firm Placing and/or the Conditional
Placing will be notified to them on or around 20 November 2023 (or such other
time and/or date as the Company and the Joint Bookrunners may agree).
Placees will be called upon to subscribe for, and shall subscribe for, the
Conditional Placing Shares only to the extent that valid applications and
payment in full by Qualifying Shareholders under the Open Offer are not
received by 11.00 a.m. on 6 December 2023 or if applications haven otherwise
not been deemed to be valid in accordance with the terms set out in the
Prospectus and the Application Form.
If you are a Qualifying Shareholder and you take up and pay for New Ordinary
Shares under the Open Offer to which you are entitled in accordance with its
terms, you may request, by returning an off-set application form which may be
acquired from the Joint Bookrunners (the "Off-set Application Form"), that
your participation in the Conditional Placing be reduced by up to the number
of New Ordinary Shares in your total Open Offer entitlement which you have
validly taken up and paid for under the Open Offer (to a maximum of the number
of New Ordinary Shares in your Conditional Placing participation) ("Off-set").
If the Off-set Application Form is not returned by the closing time of the
Open Offer, you will be deemed to have waived your right to claim Off-set in
respect of any New Ordinary Shares taken up under the Open Offer.
Payment in full for any Firm Placing Shares and Conditional Placing Shares so
allocated (subject to clawback in the case of the Conditional Placing Shares)
in respect of the Placings at the Offer Price must be made by no later than 8
a.m. on 8 December 2023 (or by such later date as shall be no later than five
business days following Admission, if Admission is delayed).
The Joint Bookrunners will notify Placees if any of the dates in these terms
and conditions should change, including as a result of delay in the posting of
the Prospectus, the Application Forms or the crediting of the Open Offer
Entitlements in CREST or the production of a supplementary prospectus or
otherwise.
Lock-up
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and the date falling 180 days after the last date for
acceptance under the terms of the Open Offer (inclusive), it will not, without
the prior written consent of the Joint Bookrunners enter into certain
transactions involving or relating to the Ordinary Shares, subject to certain
customary and other carve-outs agreed between the Joint Bookrunners and the
Company.
By participating in the Placings, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of the Joint
Bookrunners and that they need not make any reference to, or consult with,
Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions.
The Joint Bookrunners and the Company reserve the right to require settlement
for, and delivery of, the Placing Shares to Placees by such other means that
they deem necessary if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in the Preliminary
Prospectus and/or the Prospectus or would not be consistent with the
regulatory requirements in the Placee's jurisdiction. Each Placee will be
deemed to agree 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 which they have in place with the
relevant Joint Bookrunner.
Settlement for the Placing Shares will be on a delivery versus payment basis
and is expected to take place on or around 8 December 2023.
Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of two percentage points above
prevailing SONIA. Each Placee is deemed to agree that if it does not comply
with these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to it on its behalf and retain from the proceeds, for
its own account and benefit, an amount equal to the aggregate amount owed by
the Placee to the Joint Bookrunners (on behalf of the Company) plus any
interest due. By communicating a bid for Placing Shares, each Placee confers
on the Joint Bookrunners and the Company all such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which the Joint Bookrunners lawfully take in pursuance of such sale.
The relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may
arise upon any transaction in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placings, each Placee (and any person acting on such
Placee's behalf) (together, "you") irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be) with the
Joint Bookrunners (and their respective affiliates and agents, including in
the case of Investec, Investec Europe Limited, trading as "Investec Europe")
and the Company, the following:
1. you are duly incorporated and validly existing under the
laws of your jurisdiction of incorporation. You have power under your
constitutional documents and have obtained all necessary authorities
(including, without limitation, all relevant members' resolutions) to
subscribe and pay for the Placing Shares in the manner proposed and to enter
into and perform your obligations pursuant to these terms and conditions in
this Appendix, and there are no governmental or regulatory consents or other
third party approvals, authorisations or orders required in order for you to
subscribe and pay for the Placing Shares in the manner proposed and to enter
into and perform your obligations pursuant to these terms and conditions in
this Appendix that have not been or will not prior to Admission have been
obtained and you have not taken any action which will or may result in any of
the Joint Bookrunners or the Company being in breach of the legal or
regulatory requirements of any jurisdiction;
2. your agreement to subscribe for Placing Shares will comply
with all agreements to which you are a party or by which you or any of your
properties or assets is bound and which are material to your participation and
your obligations in respect thereof;
3. the information, if any, relating to you set out in the
Preliminary Prospectus is true and accurate and not misleading in any respect
and the information relating to you provided or to be provided to you for
inclusion in the Prospectus is or will be true and accurate and not misleading
in any respect;
4. you have received a copy of this announcement (and the
terms and conditions herein), the Preliminary Prospectus (including the terms
and conditions of the Capital Raising) and all such other information as you
deem necessary to make an investment decision in relation to the Placing
Shares. Your commitment will be solely on the basis of the information
contained in the Preliminary Prospectus and this announcement. You acknowledge
however that the Preliminary Prospectus is in draft form and is subject to
updating, completion, revision, further verification and amendment and you
agree that you have relied on your own investigation of the business,
financial or other position of the Company in accepting your Placing
participation;
5. you have funds available to pay the full amount in respect
of your participation in the Placings as and when due;
6. you acknowledge and agree that the Placing Shares have not
been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the
United States. You further understand that the Placing Shares have not been
registered under the applicable laws of any of the Excluded Territories;
7. You are not located in the United States (within the
meaning of Regulation S); you are acquiring the Placing Shares in an offshore
transaction in accordance with Regulation S; not a resident of any Excluded
Territories or a corporation, partnership or other entity organised under the
laws of any Excluded Territories; and subscribing for the Placing Shares for
your own account (or for the account of your affiliates or funds managed by
you or your affiliates with respect to which you either have investment
discretion or which are located outside the United States);
8. you are subscribing for the Placing Shares for investment
purposes, in each case, not with a view to, or for resale in connection with,
the distribution thereof, directly or indirectly, in whole or in part, into or
within the United States within the meaning of U.S. securities laws;
9. you acknowledge and agree that you are not acquiring the
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S;
10. you are (i) a person of a kind described in Article 19
and/or Article 49 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") and you understand that the terms and
conditions set out herein are directed only at (a) persons who have
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Order or (b)
high net worth entities (including companies and unincorporated associations
of high net worth and trusts of high value) or other persons falling within
Article 49(2)(a) to (d) of the Order, and that, accordingly, any investment or
investment activity to which these terms and conditions relate is available
only to you as such a person or will be engaged in only with you as such a
person; and (ii) not intending to offer or sell or otherwise deal with the
Placing Shares in any way which would result in an offer to the public in the
UK within the meaning of the FSMA or in any other jurisdiction or require
registration or prospectus publication or similar actions in any other
jurisdiction;
11. you understand and accept that in offering you a
participation in the Placings, neither of the Joint Bookrunners is making any
recommendations to or advising you regarding the suitability or merits of any
transaction you may enter into in connection with the Capital Raising or
otherwise and that you are not, and do not regard yourself as, a client of any
of the Joint Bookrunners in connection with the Capital Raising. To the
fullest extent permitted by law, you acknowledge and agree to the disclaimers
contained in this announcement;
12. you acknowledge that Investec Bank plc is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the FCA and the PRA. Investec Europe, acting as agent on behalf of
Investec Bank plc in certain jurisdictions in the EEA, is regulated in Ireland
by the Central Bank of Ireland;
13. without limiting the foregoing, you acknowledge that the
Joint Bookrunners are acting exclusively for the Company and no-one else in
connection with the Capital Raising, and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients nor for providing advice in connection with the Capital
Raising or any other matter referred to in these terms and conditions in this
Appendix or this announcement;
14. you understand and accept that the exercise by either of the
Joint Bookrunners of any rights or discretions under the Placing Agreement
shall be within the absolute discretion of such Joint Bookrunners and no Joint
Bookrunners need have any reference to you and shall have no liability to you
whatsoever in connection with any decision to exercise or not to exercise any
such right and you agree that you have no rights against either of the Joint
Bookrunners or the Company, or any of their respective directors and employees
under the Placing Agreement pursuant to the Contracts (Rights of Third Parties
Act) 1999;
15. you are not a person whose business is, or includes, issuing
depository receipts or a person whose business is, or includes, the provision
of clearance services for the purchase or sale of securities or a nominee of
any such person;
16. you declare that sections 67, 70, 93 and 96 of the Finance
Act 1986 (depositary receipts and clearance services) do not apply on your
acquisition of any Placing Shares under the Capital Raising (if this is not
applicable please indicate your status for stamp duty and stamp duty reserve
tax purposes);
17. you have read, agreed with, understood and accepted the
terms and conditions in this Appendix, this announcement and the Preliminary
Prospectus and, accordingly, irrevocably agree in accordance with such terms
and conditions to subscribe and pay for the number of Placing Shares comprised
in your participation in the Placings. In particular, and without limitation,
you acknowledge that your participation in the Conditional Placing is subject
to clawback to satisfy acceptances under the terms of the Open Offer;
18. you acknowledge that your agreement to subscribe for the
number of Placing Shares comprised in your participation in the Placings is
not to be made pursuant to the Prospectus but is made pursuant to these terms
and conditions in this Appendix;
19. you confirm that if you duly apply and subscribe (on the
terms set out in the Prospectus) for Open Offer Shares to which you are
entitled such application and subscription shall extend to an irrevocable
undertaking to subscribe such number of New Ordinary Shares at the Offer Price
following expiry of the Open Offer in the event that, as a result of your
default or otherwise, you have failed to fulfil your obligation to apply and
subscribe for all those Open Offer Shares to which you are entitled;
20. you have not, in agreeing to subscribe for Placing Shares,
relied on any information, representations and/or warranties from any of the
Joint Bookrunners or the Company or any of their directors, officers, agents,
representatives, subsidiaries or affiliates or any other person save for the
information contained in the Preliminary Prospectus and this announcement;
21. you acknowledge that the content of this announcement, the
Preliminary Prospectus and the Prospectus is exclusively the responsibility of
the Company and none of the Joint Bookrunners nor any person acting on their
behalf has or shall have liability for any information, representation or
statement contained in such documents or any information previously published
by or on behalf of the Company and will not be liable for your decision to
participate in the Capital Raising based on any information, representation or
statement contained in such documents or otherwise;
22. (i) you have not relied on, and will not rely on, any
information relating to the Company contained or which may be contained in any
research report or investor presentation prepared or which may be prepared by
either Joint Bookrunner or any of their respective affiliates or any person
acting on behalf of any such person; (ii) neither Joint Bookrunner nor any of
their respective affiliates nor any person acting on behalf of any of such
persons has or shall have any responsibility or liability for public
information relating to the Company; (iii) neither Joint Bookrunner nor any of
their respective affiliates nor any person acting on behalf of any of such
persons has or shall have any responsibility or liability for any additional
information that has otherwise been made available to it, whether at the date
of publication of such information, the date of these terms and conditions or
otherwise; and that (iv) neither Joint Bookrunner nor any of their respective
affiliates nor any person acting on behalf of any of such persons makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of any such information referred to in (i) to (iii) above,
whether at the date of publication of such information, the date of this
announcement or otherwise;
23. you are acting as principal only in respect of the Capital
Raising or, if you are acting for any other person: (i) you are duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person; (ii) you
are and will remain liable to the Company and the Joint Bookrunners for the
performance of all your obligations as a Placee in respect of the Capital
Raising (regardless of the fact that you are acting for another person); (iii)
you are a Relevant Person and undertakes that you will acquire, hold, manage
or dispose of any Placing Shares that are allocated to you for the purposes of
your business; and/or if you are a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that (a) the Placing Shares
acquired by you in the Capital Raising will not be acquired on a
non-discretionary basis for, or on behalf of, nor will they be acquired with a
view to their offer or resale to, persons in a member state of the EEA or the
UK other than Qualified Investors, or in circumstances which may give rise to
an offer of securities to the public other than an offer or resale, in a
member state of the EEA to Qualified Investors, or in circumstances in which
the prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale; or (b) where the Placing Shares have been acquired
by you on behalf of persons in any member state of the EEA or the United
Kingdom other than Qualified Investors, the offer of those Placing Shares to
you are not treated under the Prospectus Regulation as having been made to
such persons;
24. that a communication that the Capital Raising or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the Capital Raising and securities
will be fully distributed by the Joint Bookrunners. Each of the Joint
Bookrunners reserve the right to take up a portion of the securities in the
Capital Raising as a principal position at any stage at their sole discretion,
inter alia, to take account of the Company's objectives, MiFID II requirements
and/or their allocation policies;
25. you and any person acting on your behalf acknowledge that
none of the Joint Bookrunners owes any fiduciary or other duty to you in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
26. you agree to provide the Joint Bookrunners with such
relevant documents as they may reasonably request to comply with requests or
requirements that either they or the Company may receive from relevant
regulators in relation to the Capital Raising, subject to its legal,
regulatory and compliance requirements and restrictions;
27. you will not, during the period commencing on the date of
this Announcement and ending on Admission: (i) directly or indirectly, enter
into any swap, derivative, or other transaction or arrangement that is
intended, directly or indirectly, to have the economic effect of hedging or
otherwise mitigating the economic risk associated with your commitment to
subscribe for Placing Shares or Open Offer Shares, whether any such
transaction is to be settled by delivery of Placing Shares, Open Offer Shares
or other securities, in cash, or otherwise; or (ii) engage in any short
selling or any purchase, sale, or grant of any right (including, without
limitation, any put or call option) with respect to any Placing Shares or Open
Offer Shares or any securities convertible into or exchangeable or exercisable
for Placing Shares or Open Offer Shares (each, a "Short Position"). You
represent and warrant that, as of the date of this announcement, you do not
have any Short Position with respect to the Ordinary Shares or any securities
convertible into or exchangeable or exercisable for Ordinary Shares. You
acknowledge that the Company and the Joint Bookrunners are relying on this
clause in accepting your order and that any breach of this clause would cause
irreparable harm to the Company and the Joint Bookrunners. The foregoing shall
not apply to your ordinary course sales and trading activity unrelated to your
obligations to subscribe for Placing Shares or Open Offer Shares in the
Capital Raising, and in particular (but without limitation) (save as
prohibited by law) it shall not apply to: (a) any transaction to facilitate a
client order; (b) transactions constituting ordinary course market making
activity; (c) transactions entered into for the purposes of hedging in
relation to the Company's securities that are undertaken with a view to
achieving a substantially market neutral position (but allowing for daily
trading fluctuations and without taking into account your commitment to
subscribe for Placing Shares or Open Offer Shares); (d) principal positions in
the Company's securities or in derivatives related to the Company's securities
held or entered into by you or any of your affiliates in the ordinary course
of business prior to the date of this announcement; or (e) transactions that
involve any securities or derivatives that reference any existing and
established sector or market index, provided that the weighting of the
Ordinary Shares in such sector does not exceed 10 per cent. of the index, and
any such transactions shall be undertaken in compliance with applicable
securities laws and regulations;
28. you are aware of, have complied with and will continue to
comply with any obligations we have under the Criminal Justice Act 1993, the
Proceeds of Crime Act 2002, the Financial Services and Markets Act 2000 and
MAR, to the extent applicable to you;
29. if you are a resident in the EEA, you are a 'Qualified
Investor' within the meaning of the EU Prospectus Regulation (EU) 2017/1129;
30. you are aware of your obligations in connection with money
laundering under the Proceeds of Crime Act 2002 and have complied with the
Money Laundering Regulations 2017 and any other applicable legislation
concerning prevention of money laundering (the "Regulations") and, if you are
making payment on behalf of a third party, you have obtained and recorded
satisfactory evidence to verify the identity of the third party as required by
the Regulations;
31. if you are acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, you have sole investment discretion with
respect to each such account and you have full power to make, and do make, the
warranties and undertakings set out herein on behalf of each such account;
32. you acknowledge that time is of the essence as regards your
obligations in respect of your participation in the Placings; and
33. you acknowledge that the Company, each Joint Bookrunners and
any person acting on their behalf will rely upon the truth and accuracy of and
compliance with the foregoing confirmations, representations, warranties,
undertakings and acknowledgements.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. Each
Placee agrees to indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective affiliates harmless from
any and all stamp duty, stamp duty reserve tax and all other similar duties or
taxes to the extent that such taxes, interest, fines or penalties arise from
the unreasonable default or delay of that Placee or its agent. In addition,
Placees should note that they will be liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares.
Furthermore, each Placee agrees to indemnify and hold the Company, each of the
Joint Bookrunners and each of their and their respective affiliates' agents,
directors, officers and employees, harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee in this
announcement and further agrees that the Company and each of the Joint
Bookrunners and their respective affiliates and agents (including, in the case
of Investec Bank plc, Investec Europe) will rely on the truth and accuracy of
the confirmations, warranties, acknowledgements and undertakings in this
announcement and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners and the
Company. All confirmations, warranties, acknowledgements, agreements and
undertakings given by the Placee, pursuant to this announcement are given to
each of the Joint Bookrunners for itself and its respective affiliates and
agents (including in the case of Investec Bank plc, Investec Europe) and on
behalf of the Company and will survive completion of the Placing and Open
Offer and/or Admission.
Selling Restrictions
By participating in the Placings, you irrevocably acknowledge, confirm,
undertake, represent, warrant and agree (as the case may be) with the Joint
Bookrunners and the Company, the following:
1. you are not a person who has a registered address in, or is
a resident, citizen or national of, a country or countries, in which it is
unlawful to make or accept an offer to subscribe for Placing Shares;
2. you have fully observed and will fully observe the
applicable laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite governmental
or other consents and you have fully observed and will fully observe any other
requisite formalities and pay any issue, transfer or other taxes due in such
territories;
3. if you are in the United Kingdom, you are a Qualified
Investor within the meaning of Article 2(e) of the UK Prospectus Regulation:
(i) who has professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in Article 19(5) of
the Order; or (ii) who falls within Article 49(2) of the Order;
4. if you are in a member state of the EEA, you are a
Qualified Investor as defined in Article 2(e) of the EU Prospectus
Regulation;
5. you are a person whose ordinary activities involve you (as
principal or agent) acquiring, holding, managing or disposing of investments
for the purpose of your business and you undertake that you will (as principal
or agent) acquire, hold, manage or dispose of any Placing Shares that are
allocated to you for the purposes of your business;
6. you are and, at the time the Placing Shares are purchased,
will be outside the United States, acquiring the Placing Shares in an offshore
transaction in accordance with Regulation S; not a resident of any Excluded
Territory or a corporation, partnership or other entity organised under the
laws of any Excluded Territory; subscribing for Placing Shares for your own
account (or for the account of your affiliates or funds managed by you or your
affiliates with respect to which you either have investment discretion or
which are outside the United States);
7. none of the Placing Shares have been or will be registered
under the Securities Act or with any securities regulatory authority of any
state or other jurisdiction of the United States; and
8. you (on your behalf and on behalf of any Placee on whose
behalf you are acting) have: (a) fully observed the laws of all relevant
jurisdictions which apply to you; (b) obtained all governmental and other
consents which may be required; (c) fully observed any other requisite
formalities; (d) paid or will pay any issue, transfer or other taxes; (e)
not taken any action which will or may result in the Company or the Joint
Bookrunners (or any of them) being in breach of a legal or regulatory
requirement of any territory in connection with the Placings; (f) obtained
all other necessary consents and authorities required to enable you to give
your commitment to subscribe for the relevant Placing Shares; and (g) the
power and capacity to, and will, perform your obligations under the terms
contained in these terms and conditions.
Times
Unless the context otherwise requires, all references to time are to London
time. All times and dates in these terms and conditions may be subject to
amendment. The Joint Bookrunners will notify Placees and any persons acting on
behalf of the Placees of any changes.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEBRBDBSDDDGXGRecent news on Videndum
See all newsREG - Videndum PLC - Holding(s) in Company
AnnouncementREG - Videndum PLC - Annual Financial Report
AnnouncementREG - Videndum PLC - Result of the Placing
AnnouncementREG - Videndum PLC - 2024 Full Year Results
AnnouncementREG - Videndum PLC - Proposed Equity Raise
Announcement