REG - Windar Photonics PLC - Proposed placing to raise £5.5 million
02/12/2024 16:45
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RNS Number : 4812O Windar Photonics PLC 02 December 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY
AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF ENGLISH LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
UNDER MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PLEASE SEE THE IMPORTANT NOTICES IN THE APPENDICES AT THE END OF THIS
ANNOUNCEMENT.
2 December 2024
Windar Photonics plc
("Windar", the "Company" or the "Group")
Proposed placing to raise £5.5 million
Windar Photonics (AIM: WPHO), a technology group that has developed a LiDAR
wind sensor and software suite designed to efficiently and cost effectively
increase the power output of electricity generating wind turbines, announces
its intention to conduct a placing on a non-pre-emptive basis to raise £5.5
million (before expenses) from new and existing institutional and other
investors (the "Placing"). The net proceeds of the Placing will be used
principally for growth and general working capital, to bolster the executive
management team and to strengthen the Company's balance sheet as it continues
its profitable momentum.
The Placing will be undertaken by way of an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this announcement
(being, together with the Appendices hereto, this "Announcement").
The number of Placing Shares to be issued and the Placing Price at which the
Placing Shares are to be issued will be determined at the close of the
Bookbuild. The timing of the closing of the Bookbuild, pricing and allocations
are at the absolute discretion of Dowgate and the Company. Details of the
Placing Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild. The Placing is not being
underwritten.
Dowgate is acting as sole broker in connection with the Placing.
Highlights
· Proposed Placing by way of an accelerated bookbuild to raise gross
proceeds of £5.5 million at a price to be determined at the close of the
Bookbuild;
· It is expected that the Placing Shares will be regarded as an issue
of eligible new Ordinary Shares for EIS purposes and that the Company will be
regarded as a qualifying holding for VCT purposes;
· The net proceeds of the Placing received will be used principally for
growth and general working capital, to bolster the executive management team
and to strengthen the Company's balance sheet as it continues its profitable
momentum; and
· The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the discretion of Dowgate, in agreement with the
Company.
Unless otherwise stated, capitalised terms not otherwise defined in the text
of this Announcement have the meaning ascribed to them in the appendices to
this Announcement (which form part of this Announcement).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the appendices to this Announcement (which form part of this
Announcement) which includes the terms and conditions of the Placing.
Enquiries:
Windar Photonics plc Tel: +45 24234930
Jørgen Korsgaard Jensen, Chief Executive Officer
Gavin Manson, Director
Grant Thornton UK LLP - Nominated Adviser Tel: +44 (0) 20 7383 5100
Philip Secrett / Harrison Clarke / Elliot Peters
Dowgate Capital - Broker Tel: +44 (0) 20 3903 7715
James Serjeant / Russell Cook
For further information, please visit www.investor.windarphotonics.com
(http://www.investor.windarphotonics.com)
Background to and reasons for the Placing
Windar is a technology group that has developed its WindEye and LiDAR wind
sensors and its related WindTimizer and 'Nexus' software suite designed to
efficiently and cost effectively increase the power output and reduce lifetime
operating costs of electricity generating wind turbines.
The Company's cost-efficient LiDAR hardware and software solutions provide
power output gains of 1-4 per cent. and reduced load stress when fitted to a
broad range of wind turbines. The combination of Windar's LIDAR hardware and
its Wintimizer integration software provide unique 'plug and play'
functionality for the retrofit market globally. To date, Windar has penetrated
less than 0.3 per cent. of an addressable market of approximately 500,000
turbines globally.
Following the equity fundraise in April 2024, Windar is adequately capitalised
to continue its planned rate of growth and the capability to increase
production capacity to 2,500 units per year in 2025 to meet short term
requirements. Currently the business is impacted by the nature of its customer
base and target market resulting in a small number of large orders. The
capital nature of these orders from the customers' perspective elongates the
negotiation and/or purchase approval process making the timing of orders
difficult to predict. The Company has developed a Turbine Optimisation
Monitoring solution by bundling its products together on a monthly
subscription basis providing customers with an ongoing service to increase
power delivery with no up-front cost. It is anticipated that this will be
highly appealing for certain customers and provide attractive long term
returns for the Company through a recurring revenue model over a 10 year
contract period. The implementation of this and acceleration of the move
towards a recurring revenue model will require increased working capital.
The proposed Placing is intended to provide the increased working capital to
fund and accelerate the transition to a recurring revenue model and to fund
the development of sales resource within the Company to support delivery of
growth.
The Placing will also give the Company the opportunity to utilise the
remaining EIS/VCT capacity available to it, whilst seeking to expand its share
register with supportive long term institutional shareholders.
Current trading and prospects
The Company released a trading update on 12 November 2024 and the following
key themes were included in that announcement:
The Board anticipates that the Company will achieve revenue of €6 million to
€7 million for the year ending 31 December 2024 (2023: €4.7 million)
implying EBITDA of between €0.4 million and €0.9 million (2023: €0.2
million). The Board is confident that any shortfall for the current year will
be fully recovered in year ending 31 December 2025. The Company is in advanced
discussions with a number of independent power producers ("IPPs"),
constituting a €60 million pipeline of prospective hardware sales should all
of said discussions translate into orders.
The Board has identified multiple opportunities to deliver superior net
present value from its order pipeline, including a potential multi-year
recurring revenue structure for its largest orders, and capacity to improve
production to 2,500 per annum when required. The Directors also highlighted
the need to further strengthen the sales function, to meet the workload of
simultaneous discussions with multiple IPPs.
Use of proceeds
The net proceeds of the Placing received will be used to:
· fund the increased working capital necessary for the Company to
accelerate its growth into a recurring revenue model through its Turbine
Optimisation Monitoring;
· bolster the executive management team;
· continue research and development, to take advantage of physical
product and software as well as service related opportunities;
· develop new sales channels, and the Company's sales and marketing
capabilities and activities in order to deliver on its near and medium term
growth opportunities; and
· strengthen the Company's balance sheet.
Details of the Placing
The Company is proposing to raise gross proceeds of £5.5 million through a
Placing at the Placing Price (to be determined at the close of the Bookbuild)
and is being made available to new and existing institutional and other
investors using its existing share authorities to issue shares for cash on a
non-pre-emptive basis.
Dowgate, as agent of the Company, has agreed to use its reasonable endeavours
to procure placees for the Placing Shares at the Placing Price by way of an
accelerated bookbuild process on and subject to the terms of the Placing
Agreement. Placees who apply to subscribe for the Placing Shares will do so on
the basis of the terms and conditions of the Placing set out in Appendix I to
this Announcement. The Placing is not underwritten.
The Bookbuild will open with immediate effect following the release of this
Announcement and is expected to close on or before 6.00 p.m. on 3 December
2024. The timing for the close of the Bookbuild and the determination of the
final number of Placing Shares to be issued, the allocation of the Placing
Shares and the Placing Price shall be at the discretion of Dowgate in
consultation with the Company. The result of the Placing will be announced as
soon as practicable after the close of the Bookbuild.
Dowgate's obligations under the Placing Agreement in respect of the Placing
are conditional, inter alia, upon:
a) the Placing Agreement becoming unconditional in all respects and not
having been terminated in accordance with its terms prior to Admission; and
b) Admission occurring by no later than 8.00 a.m. on 5 December 2024 or
such later time and date (being not later than 8.00 a.m. on 19 December 2024)
as Dowgate and the Company may agree.
If either of the conditions above are not satisfied or waived (where capable
of waiver), the Placing Shares will not be issued.
EIS/VCT tax relief
As part of the Placing, the Company is seeking to raise funds by the issue of
Placing Shares to Venture Capital Trusts ("VCTs") and investors seeking tax
relief under the Enterprise Investment Scheme ("EIS").
The Placing Shares to be issued pursuant to the Placing are intended to rank
as "eligible shares" for the purposes of EIS and VCT investors and a
"qualifying holding" for the purposes of an investment by VCTs, each pursuant
to the relevant respective sections of the Income Tax Act 2007 ("ITA 2007").
The Company has not made an advanced assurance application to HM Revenue &
Customs ("HMRC") in respect of EIS qualification of this Placing, but the
Directors expect that the Company would, subject to the relevant limits on
such issuances, be able to issue the Placing Shares as "eligible shares" under
the relevant sections of the ITA 2007.
Neither the Company nor the Directors give any warranties or undertakings that
EIS Relief or VCT Relief will be granted in respect of the Placing Shares.
Neither the Company nor the Directors give any warranties or undertakings that
EIS Relief or VCT Relief, if granted, will not be withdrawn. If the Company
carries on activities beyond those disclosed to HMRC in a prior advance
clearance, then shareholders may cease to qualify for the tax benefits.
Investors considering taking advantage of any of the EIS Relief or VCT Relief
should seek their own professional advice and rely on it.
Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM.
Admission is expected to take place and dealings in the Placing Shares are
expected to commence at 8.00 a.m. on 5 December 2024 (or such later time
and/or date as may be agreed between the Company and Dowgate, being no later
than 8.00 a.m. 19 December 2024).
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy, planned work at the Company's
projects and the expected results of such work. By their nature,
forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
Grant Thornton, Dowgate nor any of their respective associates, directors,
officers or advisers shall be obliged to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
Dowgate is authorised and regulated in the United Kingdom by the FCA and is
acting exclusively as broker for the Company and no one else in connection
with the Placing, the contents of this Announcement or any other matters
described in this Announcement. Grant Thornton is acting as Nominated Adviser
to the Company for the purposes of the AIM Rules. Each of Grant Thornton and
Dowgate will not regard any other person as its client in relation to the
Placing, the content of this Announcement or any other matters described in
this Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters referred to in
this Announcement. Grant Thornton's responsibilities as Nominated Adviser to
the Company are owed solely to the London Stock Exchange and are not owed to
the Company or to any Director or to any other person.
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Grant Thornton or Dowgate (apart from the
responsibilities or liabilities that may be imposed by FSMA or the regulatory
regime established thereunder) and/or by any of its affiliates and/or any of
its representatives as to, or in relation to, the accuracy, adequacy, fairness
or completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be made by or
on behalf of Grant Thornton, Dowgate and/or any of their affiliates and/or by
any of their representatives in connection with the Company, the Placing
Shares or the Placing and any responsibility and liability whether arising in
tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Grant Thornton,
Dowgate and/or any of their affiliates and/or any of their representatives as
to the accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or their respective advisers, and any liability therefor is expressly
disclaimed.
The Placing Shares have not been and will not be registered under the
Securities Act or under the applicable securities law or with any securities
regulatory authority of any state or other jurisdiction of the United States
or under the securities laws of Australia, Canada, Japan, New Zealand, the
Republic of South Africa or any state, province or territory thereof or any
other jurisdiction outside the United Kingdom and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, through CREST or otherwise, within, into or from
Canada, Australia, Japan, New Zealand, the Republic of South Africa or the
United States, or to, or for the account or benefit of, any person with a
registered address in, or who is a resident or ordinary resident in, or a
citizen of such jurisdictions or to any person in any country or territory
where to do so would or might contravene applicable securities laws or
regulations except pursuant to an applicable exemption. Any securities of the
Company will only be offered and sold outside of the United States in
"offshore transactions" within the meaning of and in reliance on the safe
harbour from the registration requirements under the Securities Act provided
by Regulation S promulgated thereunder. The securities of the Company have
not been approved or disapproved by the US Securities and Exchange Commission,
any state securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this presentation. Any
representation to the contrary is a criminal offence in the United States.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia, Canada, Japan,
New Zealand or the Republic of South Africa.
No public offering of securities is being made in the United States.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of securities and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent financial
adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.
This Announcement and the terms and conditions set out herein are for
information purposes only and are directed only at, unless otherwise agreed by
Grant Thornton and Dowgate, persons who are: (a) persons in Member States who
are Qualified Investors; and (b) in the United Kingdom, Qualified Investors
who are persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it may
otherwise be lawfully communicated (all such persons together being referred
to as "relevant persons"). Any person who is not either a Qualified Investor
(if in the EEA) or relevant persons (if in the United Kingdom) should not act
or rely on the information contained in this Announcement.
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not relevant persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Dowgate or by any of its affiliates or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT, UNLESS OTHERWISE AGREED BY DOWGATE:
(A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY DOWGATE, QUALIFIED INVESTORS; AND/OR (B) IN THE
UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL
PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT
ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT
PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. ANY PERSON WHO IS NOT EITHER A QUALIFIED INVESTOR (IF IN
THE EEA) OR A RELEVANT PERSON (IF IN THE UNITED KINGDOM) SHOULD NOT ACT OR
RELY ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK MAR, were taken in respect of the
Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; such
securities offer no guaranteed income and no capital protection; and an
investment in such securities is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, Dowgate will
only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each Placee hereby agrees with
Dowgate and the Company to be bound by these terms and conditions. A Placee
shall, without limitation, become so bound if Dowgate confirms to such Placee
its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Dowgate and the Company have entered into a Placing Agreement, under which
Dowgate has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price. The Placing is not being underwritten by
Dowgate or any other person.
The number of the Placing Shares and the Placing Price will be determined
following completion of the Bookbuild. The timing of the closing of the
Placing and the determination of the number and allocation of Placing Shares
to Placees and the Placing Price are at the discretion of Dowgate, following
consultation with the Company. Allocations will be confirmed orally or by
email by Dowgate following the close of the Bookbuild. A further announcement
confirming these details will then be made as soon as practicable following
completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the Company's articles of
association, will be credited as fully paid and rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. It is expected that settlement of the Placing
Shares and Admission will become effective at 8.00 a.m. on 5 December 2024
and that dealings in the Placing Shares will commence at that time.
Bookbuild Placing
Dowgate will today commence an accelerated bookbuilding process to determine
demand for participation in the Placing by potential Placees at the Placing
Price. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Dowgate and the Company shall be entitled to effect the Placing by such
alternative method to the Placing as they may, in their discretion, determine.
The principal terms of the Placing are as follows:
1. Dowgate is arranging the Placing as sole agent for, and broker
of, the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by
Dowgate. Dowgate and any of its affiliates are entitled to participate in the
Bookbuild.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued and the Placing Price, which will be determined by
Dowgate, in consultation with the Company, following completion of the
Bookbuild. The results of the Placing, including the number of Placing Shares
and the Placing Price, will be announced on a Regulatory Information Service
following completion of the Bookbuild.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone or email to their usual contact at Dowgate. Each bid
should state the value of Placing Shares which the prospective Placee wishes
to subscribe for. Bids may be scaled down by Dowgate on the basis referred to
in paragraph 8 below.
5. The Bookbuild is expected to close no later than 6:00 p.m. on 3
December 2024 but may be closed earlier or later subject to the agreement of
Dowgate and the Company. Dowgate may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The Company reserves
the right to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its absolute discretion.
6. The Placing Price and allocations of the Placing Shares to
Placees will be determined by Dowgate, following consultation with the
Company. Each Placee's allocation will be confirmed to Placees orally, or by
email, by Dowgate following the close of the Bookbuild and a trade
confirmation or contract note will be dispatched as soon as possible
thereafter. Oral or emailed confirmation from Dowgate will give rise to an
irrevocable, legally binding commitment by that person (who at that point
becomes a Placee), in favour of Dowgate and the Company, under which it agrees
to acquire by subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the conditions set out
in this Appendix and in accordance with the Company's articles of association.
Except with Dowgate's consent, such commitment will not be capable of
variation or revocation. Dowgate may choose to accept bids, either in whole or
in part, on the basis of allocations determined at their absolute discretion,
in consultation with the Company, and may scale down any bids for this purpose
on the basis referred to in paragraph 8 below.
7. The Company will make a further announcement following the close
of the Placing detailing the results of the Placing, the Placing Price and the
number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, Dowgate may choose not
to accept bids and/or to accept bids, either in whole or in part, on the basis
of allocations determined at its discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine. Dowgate may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after that time
or allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time.
9. A bid in the Placing will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with Dowgate's
consent, will not be capable of variation or revocation from the time at which
it is submitted. Following Dowgate's oral or written confirmation of each
Placee's allocation and commitment to acquire Placing Shares, each Placee will
have an immediate, separate, irrevocable and binding obligation, owed to
Dowgate (as agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
10. Except as required by law or regulation, no press release or other
announcement will be made by Grant Thornton, Dowgate or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of Dowgate under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of
the FCA, neither Dowgate, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions) in respect
of the Placing. In particular, neither Dowgate, nor the Company, nor any of
their respective affiliates, agents, directors, officers or employees shall
have any liability (including to the extent permissible by law, any fiduciary
duties) in respect of Dowgate's conduct of the Placing or of such alternative
method of effecting the Placing as Dowgate and the Company may determine.
15. The Placing is not subject to any minimum fundraising and no element
of the Placing is underwritten by Dowgate or any other person.
Conditions of the Bookbuild Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
Dowgate's obligations under the Placing Agreement are conditional on, inter
alia:
1. none of the representations, warranties and undertakings on the
part of the Company contained in the Placing Agreement being untrue,
inaccurate or misleading;
2. the delivery by the Company to Dowgate of certain documents
required under the Placing Agreement;
3. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to Admission;
4. the issue and allotment of the Placing Shares, conditional only
upon Admission;
5. Admission becoming effective by no later than 8.00 a.m. on 5
December 2024 or such other date and time as may be agreed between the Company
and Dowgate, not being later than 8.00 a.m. on 19 December 2024 (the "Long
Stop Date"); and
6. the Placing Agreement not having been terminated by Dowgate in
accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by
Dowgate by the respective time or date where specified (or such later time or
date as Dowgate may notify to the Company, being not later than the Long Stop
Date; (ii) any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee in respect
thereof.
Dowgate may, at its discretion and upon such terms as it thinks fit, waive, or
extend the period for (subject to the Long Stop Date), compliance by the
Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that the conditions
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither Dowgate nor the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of Dowgate.
Right to terminate the Placing Agreement
Dowgate is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances,
including, inter alia:
1. Dowgate reasonably considers the Company is in material breach of
a provision of the Placing Agreement;
2. if any of the warranties given in the Placing Agreement are
misleading in any material respect when given or which might reasonably
result in a material breach of any of the warranties when repeated on
Admission;
3. there has occurred any material new factor, mistake or inaccuracy
relating to the information in the Placing documents;
4. if any condition set out in the Placing Agreement is not
fulfilled (or waived) on or before the time and/or date specified for its
fulfilment (or such later time as may have been agreed) or if any such
condition becomes incapable of being fulfilled and Dowgate notifies the
Company that it will not waive such condition;
5. an event or other matter (including, without limitation, any
change or development in economic, financial, political, diplomatic or other
market conditions (which include conditions affecting securities in the
business sectors in which the Company operates and conditions affecting
securities generally) or any change in the laws or regulation of any
applicable jurisdiction) has occurred or is reasonably likely to occur which
is (or will if it occurs be) reasonably likely to materially and adversely
affect the assets, financial position or the business or prospects of the
Group and which the Broker reasonably considers to be material in the context
of Admission and the Placing; or
6. the Company has failed in any material respect to comply with
their respective obligations under the Placing Agreement, FSMA, the AIM Rules
or UK MAR or any other material regulatory requirement .
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by Dowgate of
any right of termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Dowgate and that Dowgate need not make
any reference to Placees in this regard and that neither Dowgate nor any of
its respective affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and Placees'
commitments will be made solely on the basis of the information contained in
the Announcement (including this Appendix) and the Publicly Available
Information and subject to any further terms set out in the contract note,
electronic trade confirmation or other (oral or written) confirmation to be
sent to individual Placees. Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has not relied on any other
information (other than the Publicly Available Information), representation,
warranty, or statement made by or on behalf of the Company, Grant Thornton or
Dowgate or any other person and none of Grant Thorton, Dowgate, the Company
nor any other person will be liable for any Placee's decision to participate
in the Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if given or
made, such information, representation, warranty or statement must not be
relied upon as having been authorised by Grant Thornton, Dowgate, the Company
or their respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. None of the Company, Grant Thornton or Dowgate
are making any undertaking or warranty to any Placee regarding the legality of
an investment in the Placing Shares by such Placee under any legal, investment
or similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Enterprise Investment Scheme ("EIS") and Venture Capital Trust ("VCT") Schemes
Notwithstanding that many aspects of the VCT and EIS legislation are
judgmental, the Directors expect that: (i) investments in Ordinary Shares in
the Company by a VCT would be regarded as qualifying holdings for the purposes
of Part 6 of the Income Tax Act 2007 and would be regarded as "eligible
shares" as defined in section 285(3A) of that Act, provided that the
investment by the VCT (including any existing investment in the Company) will
not exceed 15 per cent. by value of its total investments at the date of the
investment; and (ii) a subscription for Ordinary Shares in the Company by
individuals would be regarded as "eligible shares" for EIS purposes as defined
in section 173 of the Income Tax Act 2007. If the Company carries on
activities beyond those disclosed previously to HMRC, then shareholders may
cease to qualify for these tax benefits. Investors must take their own
professional advice and rely on it.
The status of the Placing Shares as a qualifying holding for VCT purposes will
be conditional (amongst other things) on the qualifying conditions being
satisfied throughout the period of ownership. The status of the Placing Shares
as qualifying for EIS Relief will be conditional (amongst other things) on the
qualifying conditions being satisfied, both by the Company and (as regards
those conditions to be met by the investor) the investor throughout a period
of at least three years from the date of issue. There can be no assurance that
the Company will conduct its activities in a way that will secure or retain
qualifying status for VCT and/or EIS purposes (and indeed circumstances may
arise where the directors of the Company believe that the interests of the
Group are not served by seeking to retain such status). Further, the
conditions for VCT Relief and EIS Relief are complex and relevant investors
are recommended to seek their own professional advice before investing. This
paragraph is without prejudice to any separate comfort letter which may have
been given by the Company to certain investors seeking VCT Relief in
connection with the Placing.
Investors considering taking advantage of EIS Relief or making a qualifying
VCT investment are recommended to seek their own professional advice in order
that they may fully understand how the relief legislation may apply in their
individual circumstances. Any shareholder who is in any doubt as to their
taxation position under the EIS and VCT legislation, or who is subject to tax
in a jurisdiction other than the UK, should consult an appropriate
professional adviser.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing Shares in the
Placing will be sent a trade confirmation or contract note in accordance with
the standing arrangements in place with Dowgate, stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount owed by such
Placee (in pounds sterling) and a form of confirmation in relation to
settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Dowgate in
accordance with the standing CREST settlement instructions which they have in
place with Dowgate.
Settlement of transactions in the Placing Shares (ISIN: GB00BTFR4F17)
following Admission will take place within CREST provided that, subject to
certain exceptions. Settlement through CREST is expected to occur on or
around 5 December 2024 (the "Settlement Date") in accordance with the contract
note, electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and Dowgate may
agree that the Placing Shares should be issued in certificated form. Dowgate
reserve the right to require settlement for the Placing Shares, and to deliver
the Placing Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the CREST system
or would not be consistent with regulatory requirements in the jurisdiction in
which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Bank of England base rate as determined
by Dowgate.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Dowgate KBUAG (CC0201)
Expected trade time & date: at or around 4:35 p.m. on 2 December 2024
Settlement Date: 5 December 2024
ISIN code for the Placing Shares: GB00BTFR4F17
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 4 December 2024
Each Placee is deemed to agree that, if it does not comply with these
obligations, Dowgate may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for
Dowgate's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify Dowgate on demand for
any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on Dowgate such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which Dowgate lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the relevant
Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither Dowgate nor the
Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to Dowgate
for itself and on behalf of the Company:
1. that it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. it has not received and will not receive a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document:
a. is required under the UK Prospectus Regulation or other
applicable law; and
b. has been or will be prepared in connection with the Placing;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
4. that the exercise by Dowgate of any right or discretion under the
Placing Agreement shall be within the absolute discretion of Dowgate, and
Dowgate need not have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against Dowgate or the
Company, or any of their respective officers, directors, employees agents or
advisers, under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties Act) 1999;
5. that these terms and conditions represent the whole and only
agreement between it, Dowgate and the Company in relation to its participation
in the Placing and supersedes any previous agreement between any of such
parties in relation to such participation. Accordingly, each Placee, in
accepting its participation in the Placing, is not relying on any information
or representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, nor Dowgate, nor
any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i)
the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or the UK, respectively, other than
Qualified Investors or in circumstances in which the prior consent of Dowgate
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA, or the UK
respectively, other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation as having been made to such persons;
7. that neither it nor, as the case may be, its clients expect
Dowgate to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that Dowgate is not acting for it
or its clients, and that Dowgate will not be responsible for providing the
protections afforded to customers of Dowgate or for providing advice in
respect of the transactions described herein;
8. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that Dowgate or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of Dowgate, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
9. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
10. it is not taking up the Placing Shares as a result of any "general
solicitation" or "general advertising" efforts (as those terms are defined in
Regulation D under the Securities Act) or any "directed selling efforts" (as
such term is defined in Regulation S under the Securities Act);
11. that the Placing Shares have not been and will not be registered under
the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
12. it understands that:
a. the Placing Shares are "restricted securities" within the meaning
of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on
resale and transfer subject to certain exceptions under US law;
b. no representation is made as to the availability of the exemption
provided by Rule 144 of the Securities Act for resales or transfers of Placing
Shares; and
c. it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons (as
defined in the Securities Act);
13. it will not offer, sell, transfer, pledge or otherwise dispose of any
Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the
Securities Act, if available,
c. and in each case in accordance with all applicable securities
laws of the states of the United States and other jurisdictions;
14. no representation has been made as to the availability of the
exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
15. it understands that the Placing Shares are expected to be issued to it
through CREST but may be issued to it in certificated, definitive form and
acknowledges and agrees that the Placing Shares may, to the extent they are
delivered in certificated form, bear a legend to the following effect unless
agreed otherwise with the Company:
16. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and if
applicable it has made such investigation and has consulted its own
independent advisers or has otherwise satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
17. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
18. that none of Grant Thornton, Dowgate, or the Company, or any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
19. that, unless specifically agreed with Dowgate, it is not and was not
acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Placing Shares was given and it is not
acquiring Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
20. that it is not a national or resident of Australia, Canada, Japan, New
Zealand, the Republic of South Africa or a corporation, partnership or other
entity organised under the laws of Australia, Canada, Japan, New Zealand,
the Republic of South Africa and that it will not (unless an exemption under
the relevant securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Australia,
Canada, Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New Zealand, the
Republic of South Africa and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities Commission
of any province or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities and
Investments Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or the South
African Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
21. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
22. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
23. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or Dowgate or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its acceptance;
24. that it has obtained all necessary consents and authorities to enable
it to give its commitment to subscribe for and/or purchase the Placing Shares
and to perform its subscription and/or purchase obligations;
25. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by Dowgate;
26. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
27. that, unless otherwise agreed by Dowgate, it is a Qualified Investor;
28. that, unless otherwise agreed by Dowgate, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's COBS and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
29. that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
30. that any money held in an account with Dowgate (or its nominee) on its
behalf and/or any person acting on its behalf will not be treated as client
money within the meaning of the rules and regulations of the FCA. Each Placee
further acknowledges that the money will not be subject to the protections
conferred by the FCA's client money rules. As a consequence, this money will
not be segregated from Dowgate's (or its nominee's) money in accordance with
such client money rules and will be used by Dowgate in the course of its own
business and each Placee will rank only as a general creditor of Dowgate;
31. that it will (or will procure that its nominee will) if applicable,
make notification to the Company of the interest in its Ordinary Shares in
accordance with the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA;
32. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
33. that it will not deal or cause or permit any other person to deal in
all or any of the Placing Shares which it is subscribing for under the Placing
unless and until Admission becomes effective;
34. that it appoints irrevocably any director of either of Dowgate as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered
as the holder of the Placing Shares;
35. that the Announcement does not constitute a securities recommendation
or financial product advice and that neither Dowgate nor the Company has
considered its particular objectives, financial situation and needs;
36. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
37. that it will indemnify and hold the Company and Dowgate and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
Company and Dowgate will rely on the truth and accuracy of the confirmations,
warranties, acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee shall promptly
notify Dowgate and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to Dowgate for itself and on
behalf of the Company and will survive completion of the Placing and
Admission;
38. that time shall be of the essence as regards obligations pursuant to
this Appendix;
39. that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or Dowgate to provide any
legal, financial, tax or other advice to it;
40. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that Dowgate shall notify it of such
amendments;
41. that (i) it has complied with its obligations under the Criminal
Justice Act 1993, FSMA and UK MAR, (ii) in connection with money laundering
and terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and
Transfer of Funds (information on the Payer) Regulations 2017 (as amended) and
any related or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect thereof
and the Money Laundering Sourcebook of the FCA and (iii) it is not a person:
(a) with whom transactions are prohibited under the Foreign Corrupt Practices
Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the United States Department of State; (b) named
on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to Dowgate such evidence, if any, as to the identity or
location or legal status of any person which Dowgate may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by Dowgate on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be subscribed for by it or
at its direction pursuant to the Placing being reduced to such number, or to
nil, as Dowgate may decide in its absolute discretion;
42. that it will not make any offer to the public within the meaning of
the EU Prospectus Regulation or the UK Prospectus Regulation of those Placing
Shares to be subscribed for and/or purchased by it;
43. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stock, broker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
44. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Dowgate in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
45. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to Dowgate;
46. that Dowgate owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
47. that Dowgate may, in its absolute discretion, agree to become a Placee
in respect of some or all of the Placing Shares;
48. that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares;
49. undertakes that it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as Dowgate
may in its sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such sale falls
short of the product of the Placing Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp duty reserve
tax or other similar taxes (together with any interest or penalties) which may
arise upon the sale of such Placee's Placing Shares;
50. that its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that Dowgate and/or the Company may call upon it to acquire a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum; and
51. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, Dowgate and their respective affiliates will rely upon the truth
and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Dowgate for itself and on
behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by Dowgate.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or Dowgate will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Dowgate in the event that any of the Company and/or
Dowgate have incurred any such liability to UK stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and
notify Dowgate accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. Dowgate shall notify the Placees and any person acting
on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Dowgate or by any of its respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM AIM, a market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange and
amended from time to time
Announcement this announcement (including the Appendices, which form part of this
announcement)
Board or Directors the directors of the Company or any duly authorised committee thereof
Bookbuild the accelerated bookbuild to be conducted by Dowgate pursuant to the Placing
Agreement and this Announcement
certificated or in certificated form a share or other security not held in uncertificated form (that is, not in
CREST)
Company or Windar Windar Photonics plc, a company incorporated in England and Wales with company
number 09024532, whose registered office is at Norose Company Secretarial
Services Ltd, 3 More London Riverside, London SE1 2AQ
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited, which facilitates the
holding and transfer of title to shares in uncertificated form
CREST Regulations the Uncertificated Securities Regulations 2001 (as amended)
Dowgate Dowgate Capital Limited, a company incorporated in England and Wales with
company number 02474423 whose registered office is situated at 15 Fetter Lane,
London, EC4A 1BW
EIS Relief relief from UK tax under Part 5 of the Income Tax Act 2007
and any provisions of UK or European law referred to therein
Enlarged Share Capital the entire issued share capital of the Company immediately following
Admission, assuming no other Ordinary Shares are issued between the date of
this Announcement and Admission (other than the Placing Shares)
Existing Ordinary Shares the 81,287,870 Ordinary Shares in issue at the date of this Announcement
EU Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part IV of FSMA
FSMA the Financial Services and Markets Act 2000 (as amended)
Grant Thornton Grant Thornton UK LLP, a limited liability partnership incorporated in England
and Wales with company number OC307742 whose registered office is situated at
30 Finsbury Square, London, England, EC2A 1AG
Group the Company and its subsidiaries
London Stock Exchange London Stock Exchange plc
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Placees subscribers for Placing Shares
Placing the conditional placing of the Placing Shares pursuant to the Placing
Agreement
Placing Agreement the conditional agreement dated 2 December 2024 between the Company and
Dowgate in connection with the Placing
Placing Price the price at which the Placing Shares are to be issued as determined at the
close of the Bookbuild
Placing Shares the Ordinary Shares to be issued pursuant to the Placing following the
conclusion of the Bookbuild
Publicly Available Information any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement
Qualified Investors in member states of the European Economic Area, "qualified investors" within
the meaning of article 2(e) of the EU Prospectus Regulation, and in the UK,
"qualified investors" within the meaning of article 2(e) of the UK Prospectus
Regulation
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
Shareholders the holders of Ordinary Shares
uncertificated or in uncertificated form recorded on the register of members of Windar as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation the EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018, as amended
VCT Relief relief from UK tax under Part 6 of the Income Tax Act 2007
and any provisions of UK or European law referred to therein
£, pounds, penny or pence sterling, the lawful currency of the United Kingdom
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