REG - Woodbois Limited - Proposed Placing and Debt Restructuring
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN WOODBOIS LIMITED OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE.
Woodbois Limited
("Woodbois" or the "Company")
(AIM: WBI)
Proposed Placing and Debt Restructuring
Fundraise
Woodbois Limited (AIM: WBI), the African focused forestry and timber trading company, today announces its intention to raise a minimum of £12 million by way of a Placing, Subscription and Retail Offer (as defined below) of new Ordinary Shares in the capital of the Company at a price of 2 pence per Ordinary Share.
Institutional investors will participate by way of a placing of new Ordinary Shares (the "Placing Shares") conducted through an accelerated bookbuild which will be launched immediately following this Announcement (the "Placing"). Canaccord Genuity Limited is acting as nomad, sole broker and bookrunner in connection with the conditional Placing.
Furthermore, Paul Dolan and Graeme Thomson (both Directors of the Company) and Martin Collins (a previous director of the Company) and certain other individuals are intending to subscribe for up to £1.2 million worth of new Ordinary Shares (the "Subscription Shares") at the Placing Price directly with the Company (the "Subscription").
In addition to the Placing and Subscription, retail investors will be given an opportunity to participate in the fundraise by subscribing for new Ordinary Shares (the "PrimaryBid Shares") at the Placing Price (the "Retail Offer") on the PrimaryBid platform (together the "Fundraise"). A separate announcement will be made shortly regarding the Retail Offer and its terms.
The Placing Price represents a discount of 37.5 per cent. to the closing mid-market share price of the Company's Ordinary Shares on 13 July 2020.
Debt Restructuring
Further to the announcement made on 19 June 2020, the Company is also pleased to announce that it has now agreed definitive documentation on the restructuring of its debt (together the "Debt Restructuring") by way of:
i. the capitalisation (the "Capitalisation") of a minimum of 75% of its $30 million outstanding 2024 convertible 4% bonds ("Convertible Bonds") in exchange for new Ordinary Shares (the "Capitalisation Ordinary Shares") and new non-voting shares (the "Capitalisation Non-Voting Shares"), each at the Placing Price (the "Capitalisation Shares"). The Company is seeking to make additional Capitalisation of the Convertible Bonds as described in more detail below;
ii. the variation (the "Variation") of the terms of the remaining Convertible Bonds to zero coupon bonds;
iii. the settlement (the "ITF Settlement") of $5 million principal debt and accrued interest owed to Patrick Green (formerly owed to African Resources Investment Limited) under the Group's internal trade finance facility ("ITF"); and
iv. the settlement (the "Deferred Consideration Settlement") of $3 million in deferred consideration owed to Mr Abbas, Mr Hansen and Mr Ghossein (or companies or persons connected with them), in connection with the Company's previous acquisition of Woodbois International ApS in 2017, by the issue of new Ordinary Shares at the Placing Price ("Deferred Consideration Shares") and the agreement of a revised schedule of payments for the balance.
The Directors believe that the Fundraise and Debt Restructuring will position the Company to rapidly grow its timber production and related products and its trading activities.
In turn the Company is aiming to start making returns to shareholders following the conclusion of the 2021 financial year through a sustainable dividend policy.
The Company intends to grant options over an aggregate 6.5% of its total enlarged share capital (being the Existing Ordinary Shares, the New Ordinary Shares and the Capitalisation Non-Voting Shares) to the management and certain Directors following Admission. Such options will have vesting criteria relating to the Company's share price and profitability targets. Further details of such options will be announced in due course.
Expected timing of events
Announcement of the Fundraise
14 July 2020
Publication of Circular and Form of Proxy
16 July 2020
Latest time and date for receipt of Forms of Proxy
10 a.m. on 3 August 2020
General Meeting
10 a.m. on 5 August 2020
Admission and commencement of dealings in the New Ordinary Shares on AIM
8.00 a.m. on 6 August 2020
CREST accounts credited with New Ordinary Shares in uncertified form
8.00 a.m. on 6 August2020
Dispatch of share certificates in respect of the New Ordinary Shares and Capitalisation Non-Voting Shares to be issued in certified form
By 14 August 2020
The Fundraise and the Debt Restructuring are each conditional on the passing of certain Resolutions at a General Meeting, which is expected to be convened for 10 a.m. on 5 August 2020.
Paul Dolan, Chairman and CEO said:
"The proposed Fundraise and Debt Restructuring will transform the prospects for the Company. The Placing allows for the parallel conversion of approximately $30 million of debt and obligations into equity, as well as the full elimination of the high cost 11.5% ITF, with consequent benefit to our cash flow and profitability. It enables the Company to also drive its growth by expanding capacity and margins in Gabon, rapidly grow its trading activities and profitability. My proposed subscription in the Fundraise of $0.3 million reflects my confidence in the business and its prospects. On current expectations, I am confident that we can turn cash flow positive by the end of 2020 and am extremely excited by what lies ahead. Moreover, we are looking to position the Company such that it can start repaying its shareholders through an attractive dividend policy following the 2021 financial year and beyond"
The information contained within this Announcement is deemed by the Company to constitute inside
information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this
announcement via the Regulatory Information Service, this inside information is now considered to be in
the public domain.
Enquiries:
Woodbois Limited
Paul Dolan - Chairman and CEO
+44 (0)20 7099 1940
Canaccord Genuity (Nominated Adviser, Sole Bookrunner and Broker)
Henry Fitzgerald-O'Connor
James Asensio
Thomas Diehl
+44 (0)20 7523 8000
The person responsible for arranging the release of this Announcement on behalf of the Company is Paul Dolan, CEO and Chairman of the Company.
Further Information on Fundraise
1. Introduction and Strategic Focus
The Board announces today that it proposes to raise, subject to certain conditions, a minimum of £12 million (gross) (approximately $14.5 million) by way of a Placing, Retail Offer and Subscription of new Ordinary Shares in the capital of the Company at a price of 2 pence per Ordinary Share.
The Board is also announcing that, conditional on Admission, the Company will have successfully reduced its gross debt by approximately $37.1 million to $14.9 million.
The Directors believe this will then position the Company to execute its growth strategy and rapidly increase its market share in the production and trading of African hardwood.
The Directors believe that sustainable forestry and the production of sawn timber and veneer is a market with strong structural support, underpinned by population growth in its target markets. Capturing a fraction of the African export market which is estimated to be worth over $4 billion per annum is expected by the Directors to enable Woodbois to deliver on its ambitious growth targets.
The Covid-19 pandemic has served to exaggerate the scarcity of capital available to support the timber production cycle in Africa, and the Company believes it is ideally placed to increase not only its own sustainable production, but to source and secure dedicated third party supply across the Congo basin, without the operational constraints to growth that proprietary production can face when scaling up.
The Directors believe that timber is the perhaps last natural resource largely unrepresented on global exchanges or capital markets. The Directors believe that Woodbois' restructured balance sheet will provide a fundamental step towards a leading position within a sector suitable for consolidation and disruption through the introduction of innovative sales and trading technology for sustainably sourced and traceable timber, which the Company is developing.
The Directors believe that the Company has identified a business model that can be utilised to further diversify the asset base of the business across multiple geographies whilst also being significantly EBITDA accretive.
In recent weeks management has met a broad range of investors with a view to raising awareness of Woodbois, the sustainable nature of its operations and the opportunity to deliver very significant growth with the appropriate balance sheet and access to capital to develop its production and trading businesses. The Directors believe that with ESG (Environmental, Social and Governance) considerations throughout the natural resources sector increasingly becoming front and centre of investors' asset allocation thought process, the sustainability-driven Woodbois business model should expect to receive recognition from a broad and growing set of stakeholders.
2. Reasons for the Fundraise and use of proceeds:
The Directors expect that the estimated net proceeds of the Fundraise of £11.6 million (approximately $14.5 million) will be used to:
· significantly increase production capabilities in Gabon, thereby increasing capacity, throughput and margins by investing between $3 million to $4 million in equipment and infrastructure;
· grow materially its timber trading business utilising its extensive network and unique technology;
· complete the transformation of the Group's balance sheet by retiring all of the 11.5% ITF ($13.9 million) not otherwise being settled;
· meet part of the cash portion of the Deferred Consideration Settlement relating to the purchase of Woodbois International ApS in 2017; and
· satisfy the Group's general working capital purposes.
Gabon
The Company intends to make capital expenditures of approximately $3 million - $4 million for equipment and infrastructure to increase the capacity at its existing operations in Gabon. In conjunction with the proceeds from the Fundraise the Company intends to finance this through the sale and lease back of its bulldozer fleet.
It intends to double the Company's veneer production capacity by installing a full additional veneer line and also add an additional sawmill line. Overall, the Company intends to increase gross output capacity by 50% whilst seeking to improve materially the product mix in these existing product lines and hence increase the 24% gross margin achieved in 2019.
Woodbois has also identified the regional blockboard market as an attractive next step to move further up the value chain. The material used in the assembly and production of blockboard is to be recovered from what is currently un-utilised waste product, hence increasing recovery rates from the original raw material. Due to the very low input costs, the Directors believe the margins on blockboard are correspondingly highly attractive. Proceeds from the Fundraise will also be used to purchase, house and install a blockboard line to complement the Company's sawmill in Mouila.
ITF
At 30 June 2020 the Company had approximately $13.9 million outstanding on its 11.5% ITF, all of which it is intended to retire. In addition to the ITF Settlement, the remainder is expected to be settled via proceeds of existing invoiced sales and proceeds of the Fundraise. This will reduce the interest burden on the Company's cashflow by c.$1.6m p.a. as well as removing potential constraints that would be caused by any redemptions. The Company also envisages being able to secure advantageous terms on trade finance, which have not previously been available to it. It intends to selectively secure dedicated sources of supply with an emphasis on return on capital.
Deferred Consideration Settlement
A total of $1.5 million of the proceeds and funds generated from operations will be utilised to make the restructured payments under the Deferred Consideration Settlement relating to the purchase of Woodbois International ApS in 2017.
General Working Capital
Other proceeds will be used for general working capital purposes.
3. Further details of the Placing, Retail Offer and Subscription:
Canaccord Genuity is acting as nomad, sole broker and bookrunner in connection with the conditional Placing. The allocation of the Placing Shares shall be at the full discretion of Canaccord Genuity in consultation with the Company.
The book will open with immediate effect following this Announcement. The timing of the closing of the book and allocations are at the absolute discretion of Canaccord Genuity and the Company. The results of the Placing will be announced as soon as practicable after the close of the Bookbuild.
Lombard Odier, a substantial Shareholder in the Company, is intending to participate in the Placing, up to an aggregate amount of approximately £5.7 million.
The Appendix (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.
Furthermore, Paul Dolan and Graeme Thomson (both Directors of the Company), Martin Collins (a previous director of the Company) and certain other individuals are intending to subscribe for up to £0.6 million worth of Subscription Shares at the Placing Price directly with the Company.
In addition to the Placing and Subscription, retail investors will be given an opportunity to participate in the Fundraise by subscribing for the Primary Bid Shares at the Placing Price on the PrimaryBid platform.
The Retail Offer is not made subject to the terms and conditions set out in the Appendix to this Announcement and instead will be made on the terms outlined in the separate announcement to be made shortly. The Placing is not conditional upon the Retail Offer.
The amounts invested in the Placing by Lombard Odier, and by Paul Dolan and Martin Collins in the Subscription, will partly be used to repay the amounts owed by the Company to each of them under the ITF.
4. Further details of the Debt Restructuring
Capitalisation of the Convertible Bonds
Under the Capitalisation, the Company has agreed terms with its major bondholder, Rhino Ventures Limited (a company affiliated with Miles Pelham and Pelham Limited), to repurchase a principal amount of $22,500,000 Convertible Bonds (plus the accrued interest liability) in exchange for the issue of an aggregate of 929 million Capitalisation Shares at the Placing Price. The Capitalisation Shares will be split between the Capitalisation Ordinary Shares to which voting rights are attached and Capitalisation Non-Voting Shares, to which no voting rights are attached. The reason for this is because the holders of the Convertible Bonds have been deemed by the Takeover Panel to be a concert party, as set out in the Company announcement dated 20 September 2019 (the "September Announcement"), and given that the number of Ordinary Shares that can be issued to a member of the concert party is limited by an undertaking given previously by Miles Pelham, Pelham Limited and (by a deed of adherence) Rhino Ventures Limited (the "Undertaking") (also detailed in the September Announcement) to ensure that the concert party does not hold over 28% of the voting share capital of the Company. The Undertaking requires that any purchases over 28% by the Concert Party will result in Miles Pelham, Pelham Limited and/or Rhino Ventures Limited being forced to be sell down their interests in shares in the Company should the Company require.
The Capitalisation Non-Voting Shares will be convertible into new Ordinary Shares, subject to continued compliance with the Undertaking. The rights attaching to the Capitalisation Non-Voting Shares will be set out in the amended articles of incorporation of the Company to be adopted subject to Shareholder approval at the General Meeting, which will also include minor updates to the existing articles of incorporation, with the main differences to the Ordinary Shares being that the Capitalisation Non-Voting Shares do not entitle the holder to vote at a general meeting of the Company, and they will not be admitted to trading on AIM.
As a result of the Capitalisation Mr Pelham (through his affiliate companies) will be the single largest shareholder in the Company when taking into consideration his holding of Ordinary Shares and Capitalisation Non-Voting Shares. The exact number of Capitalisation Ordinary Shares and Capitalisation Non-Voting Shares will be determined once the Placing, Subscription and Retail Offer is complete and details provided in the announcement of the results of the Placing.
Rhino Ventures Limited has agreed that for 12 months following the issue of the Capitalisation Shares, any of the Capitalisation Shares will only be disposed of through Canaccord Genuity in order to maintain an orderly market in the Company's shares.
The Company may also look to provide other bondholders with an opportunity to sell some or all of their Convertible Bonds at the Placing Price during the period up to the General Meeting. Accordingly, the Company will look to open up discussions with those bondholders shortly and with the anticipation that any such purchases of further Convertible Bonds will be made at the same time as the acquisition of the Convertible Bonds from Rhino Ventures Limited takes place. The authority to issue and allot Capitalisation Shares under the Resolutions is expected to include sufficient headroom to enable Capitalisation Shares to be issued that may be required in consideration of the purchase of these additional Convertible Bonds. Further details of any such arrangements that are reached with bondholders prior to the General Meeting will be made in due course.
Variation of the Convertible Bond
The Company has proposed a variation of the Convertible Bond such that following the Capitalisation, the remaining $7.5 million principal amount of Convertible Bond will have the following amended terms:
1. Final Redemption Date of 30 June 2023 instead of 30 June 2024.
2. Convertible at a price of 4p per ordinary share instead of 8p.
3. Interest from 1 July 2020 being zero per cent. rather than 4 per cent. with accrued interest up to 30 June 2020 being satisfied by the issue of further Convertible Bonds.
The Variation requires an "Extraordinary Resolution" of bondholders which can be passed by the written consent of holders of not less than 75% of the principal amount of Convertible Bond. The Company is pleased to confirm that this resolution has been passed, having received written consent from bondholders holding $23.25 million in principal amount of Convertible Bond as at 14 July 2020, being the last practicable date prior to this announcement.
Settlement of the ITF
Under the ITF Settlement the Company has agreed terms to settle the amount of $5m owed to Patrick Green (the former general manager of the Company's operations in Mozambique) under the ITF (plus accrued interest), by the payment to him of $2 million and the transfer of the sawmill site, ancillary buildings and certain equipment at the Company's premises in Nampula, Mozambique. Such assets are currently not in use as the Company's interests in Mozambique are now operated by a third party manager, and the Company views this as a good opportunity to monetise an asset that will no longer be used by the Company. The transfer of the sawmill site constitutes a substantial transaction in accordance with the AIM Rules, and accordingly the Company confirms: There will be no loss of revenue related to the disposal of these assets as they are not in use. The book value of the assets disposed of is $1.15 million and the disposal is expected to generate a profit of $2.5 million.
Separately, the monies invested by Lombard Odier in the Placing and by Paul Dolan and Martin Collins in the Subscription will partly be used to repay the amounts owed to them by the Company under the ITF.
Settlement of Deferred Consideration
Under the Deferred Consideration Settlement the Company has agreed terms with Mr Abbas, Mr Hansen, Mr Ghossein and others to settle the aggregate amount of $3 million owed to them as deferred consideration for the acquisition of WoodBois International ApS and associated businesses in 2017. The outstanding amount will be settled as follows:
1. The issue of the 62.5 million Deferred Consideration Shares at the Placing Price following the passing of the Resolutions;
2. The payment of an aggregate of $699,209 in cash following Admission;
3. The payment of an aggregate of $250,000 in cash on 31 March 2021;
4. The payment of an aggregate of $250,000 in cash on 30 June 2021;
5. The payment of an aggregate of $250,000 in cash on 30 September 2021.
5. Related Party Transactions
The proposed participation of Lombard Odier in the Placing and subsequent repayment of amounts owed to them under the ITF constitute a related party transaction under the AIM Rules as Lombard Odier is a substantial shareholder (within the meaning of the AIM Rules).
The proposed participation of Paul Dolan in the Subscription and repayment of his interest in the ITF constitute a related party transaction under the AIM Rules as he is a director of the Company.
The Capitalisation of Convertible Bonds by Mr Pelham constitutes a related party transaction under the AIM Rules as he is a substantial shareholder (within the meaning of the AIM Rules).
The Deferred Consideration Settlement arrangements with Mr Abbas, Mr Hansen and Mr Ghossein constitutes a related party transaction under the AIM Rules as Mr Abbas and Mr Hansen were both directors of the Company within the last 12 months and Mr Ghossein is a current director of the Company.
Further details of the above related party transactions will be announced with the results of the Placing.
6. General Meeting and issue of shares
The Fundraise and the Debt Restructuring are conditional upon, inter alia, the approval by Shareholders of the Resolutions to be proposed at the General Meeting. A circular containing further details of the Fundraise, the Debt Restructuring, the Resolutions and a notice to convene the General Meeting at 10 a.m. at Dixcart House, Sir William Place, St Peter Port, Guernsey GY1 1GX on 5 August 2020, is expected to be despatched to Shareholders shortly following the announcement of the results of the Fundraise and which will thereafter be available on the Company's website at: https://www.woodbois.com/.
Application will be made to the London Stock Exchange for the Placing Shares, Primary Bid Shares, Subscription Shares, Capitalisation Ordinary Shares and Deferred Consideration Shares to be admitted to trading on AIM. Such New Ordinary Shares are expected to be become effective and dealings in such shares are expected to commence at 8.00 a.m. on 6 August 2020.
The New Ordinary Shares when issued, will be fully paid and will rank pari passu in all respects with each other and the Existing Ordinary Shares.
IMPORTANT INFORMATION
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", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows, return on capital and operating margins of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; changes in political or tax regimes, exchange rates and clients; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules for Companies or other applicable legislation or regulation, neither the Company nor Canaccord Genuity undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement or incorporated by reference into this Announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.
This Announcement may contain information regarding the Company's business and the markets in which it operates and competes, and which has been obtained from various third party sources. Where information has been sourced from a third party it has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information has not been audited or independently verified.
Certain data in this Announcement, including financial, statistical and operating information, has been rounded.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Canaccord Genuity, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as financial adviser, nominated adviser and sole broker and sole bookrunner for the purposes of the AIM Rules for Companies. Canaccord Genuity is acting exclusively for the Company in connection with the matters referred to in this Announcement and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing any advice in relation to the contents of this Announcement or any transaction, arrangement or matter referred to herein. The responsibilities of Canaccord Genuity, as nominated adviser, are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director or any other person and accordingly no duty of care is accepted in relation to them.
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 Canaccord Genuity 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.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Canaccord Genuity that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Canaccord Genuity to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
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
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
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 SOLELY AT PERSONS: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (INCLUDING, THEREFORE, THE UNITED KINGDOM) WHO ARE, UNLESS OTHERWISE AGREED BY CANACCORD GENUITY, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, WHO ARE IN ADDITION: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); AND (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) 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 MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND CANACCORD GENUITY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
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 FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE 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, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF 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 DISPOSAL OF 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 under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this Appendix or this 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. Each Placee hereby agrees with Canaccord Genuity and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if Canaccord Genuity 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, 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) who has been invited to participate in the Placing and on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity and the Company have entered into a Placing Agreement, under which Canaccord Genuity 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. It is expected that the Placing will raise a minimum of £12 million in gross proceeds. The Placing is not being underwritten by Canaccord Genuity or any other person.
The Placing Shares are expected to be issued on or around 6 August 2020, following the passing of the Resolutions at the General Meeting. The Placing Shares will, when issued, be subject to the articles of incorporation of the Company, be credited as fully paid and will 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.
The Placing Shares will trade on AIM under WBI with ISIN GG00B4WJSD17.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission for the Placing Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on or around 6 August 2020 (the " Admission"). In any event, the latest date for Admission is 31 August 2020 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to the Placees or by the Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. Canaccord Genuity is arranging the Placing as agent for and broker of the Company. Canaccord Genuity is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Canaccord Genuity or for providing advice in relation to the matters described in this Announcement.
2. The number of Placing Shares to be issued will be agreed between Canaccord Genuity and the Company following completion of the Bookbuild. The results of the Bookbuild will be released via a Regulatory Information Service following the completion of the Bookbuild. Canaccord Genuity shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company, determine.
3. The Bookbuild is expected to close no later than 8:00 a.m. on 15 July 2020 but may be closed earlier or later at the discretion of Canaccord Genuity. Canaccord Genuity may, in agreement with the Company, accept bids received after the Bookbuild has closed.
4. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Canaccord Genuity. Canaccord Genuity is entitled to participate in the Placing as principal.
5. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at Canaccord Genuity. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by Canaccord Genuity on the basis referred to paragraph 7 below.
6. Each Placee's allocation has been or will be confirmed to the Placees orally, or in writing (which can include email), by Canaccord Genuity and a trade confirmation or contract note has been or will be dispatched as soon as possible thereafter. Canaccord Genuity's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Canaccord Genuity 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 incorporation. Except with Canaccord Genuity's consent, such commitment will not be capable of variation or revocation.
7. Subject to paragraphs 3 and 5 above, Canaccord Genuity may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at their discretion (in consultation with the Company) and may scale down any bids for this purpose on such basis as they may determine. Canaccord Genuity may also, notwithstanding paragraphs 3 and 5 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
8. Each Placee's allocation will, unless otherwise agreed between the Placee and Canaccord Genuity, be evidenced by a trade confirmation or contract note issued to each such Placee by Canaccord Genuity. The terms and conditions of this Announcement (including this Appendix) will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with Canaccord Genuity's consent will not be capable of variation or revocation from the time at which it is issued.
9. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity (as agent for the Company), to pay to Canaccord Genuity (or as Canaccord Genuity may direct) in cleared funds an amount equal to the product of the 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 Canaccord Genuity 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 Canaccord Genuity under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under 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 Canaccord Genuity nor any of their Affiliates 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. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Canaccord Genuity and its Affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Canaccord Genuity nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Canaccord Genuity's conduct of the Placing or of such alternative method of effecting the Placing as Canaccord Genuity and the Company may determine.
Conditions of the Placing
Canaccord Genuity's obligations under the Placing Agreement in respect of the Placing are conditional on, inter alia:
15. the Placing Results Announcement having been released by no later than 8 a.m. on the Business Day immediately following the date of this Announcement;
16. the despatch of the Circular by the Company to its shareholders as soon as practicable following the date of release of the Placing Results Announcement or to such other persons (if any) entitled to receive the Circular in accordance with the Company's articles of incorporation;
17. the fulfilment by the Company of those of its obligations under the Placing Agreement which Canaccord Genuity has, in good faith, deemed material that fall to be performed prior to Admission;
18. none of the warranties or undertakings given in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before Admission, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings given in the Placing Agreement on the dates on which they are given or which would constitute a Specified Event;
19. the Placing Agreement not having been terminated prior to Admission;
20. the passing of the Resolutions at the General Meeting;
21. Admission occurring by not later than 8.00 a.m. on 6 August 2020 (or such later date as the Company and Canaccord Genuity may agree, in any event being not later than the Long Stop Date),
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Canaccord Genuity by the respective time or date where specified (or such later time or date as Canaccord Genuity may notify to the Company (being not later than the Long Stop Date)) or (ii) any of such conditions becomes incapable of being fulfilled (subject to Canaccord Genuity not exercising its rights to waive or extend the time for fulfilment of such condition), 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.
Canaccord Genuity may, in its absolute discretion waive or extend the time for fulfilment of all or any condition contained in the Placing Agreement (to the extent that Canaccord Genuity is capable of waiving such condition) by notice in writing to the Company save that such time shall not be extended beyond the Long Stop Date.
Neither Canaccord Genuity, the Company nor any of their respective Affiliates 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 Canaccord Genuity.
Right to terminate the Placing Agreement
Canaccord Genuity is entitled to terminate the Placing Agreement at any time prior to Admission by giving notice to the Company in the circumstances as set out below:
22. any of the conditions contained in the Placing Agreement which is not waived (if capable of waiver), is not satisfied or becomes incapable, for any reason, of being satisfied or in the reasonable opinion of Canaccord Genuity is unlikely to be satisfied before Admission;
23. any of the warranties contained in the Placing Agreement: (a) was not true or accurate, or was misleading when given or deemed given; or (b) at any time if they were to be repeated or deemed repeated (by reference to the facts and circumstances then existing) would no longer be true and accurate, or would be misleading; or
24. a Specified Event has, in the opinion of Canaccord Genuity, acting in good faith, occurred or come into effect;
25. any event has arisen which, in the opinion of Canaccord Genuity, acting in good faith, has given or could reasonably be expected to give rise to a claim under any of the indemnities set out in the Placing Agreement;
26. the Company has failed to comply with its obligations under this Agreement, the Companies Act, FSMA, MAR, the AIM Rules, the Takeover Code, the Financial Services Act 2012 or any other applicable law or regulation which Canaccord Genuity has, in good faith, deemed material; or
27. any statement contained in the Issue Documents (as defined in the Placing Agreement) has become or been discovered to be untrue, inaccurate or misleading in any material respect or it is discovered that there has been an omission from the Issue Documents which Canaccord Genuity has, in good faith, deemed material,
28. there shall have been, occurred, happened or come into effect any event or omission which (in the opinion of Canaccord Genuity, acting in good faith) materially and adversely affects the financial position and/or prospects of the Group, or which (in the opinion of Canaccord Genuity, acting in good faith) is or will be or is likely to be materially prejudicial to the Group or to materially and adversely affect the Group, the Placing or Admission or to the subscription for the Placing Shares by the Placees; or
29. there shall have occurred any outbreak of hostilities on a political or military level, terrorist attack, or any material adverse change in national or international financial, monetary, economic, political, environmental, social or stock market conditions (including a material worsening of the COVID-19 virus outbreak and/or one or more further outbreaks of a similar magnitude to the initial one in any of the countries in which the Group has material business operations) which (in the opinion of Canaccord Genuity, acting in good faith) is or will be or is likely to be materially prejudicial to the Group or to the Placing or Admission;
30. a suspension of trading in securities generally on the London Stock Exchange; or
31. the appointment of Canaccord Genuity as agent of the Company for the purposes of the Placing is terminated for any reason; or
32. the Group's situation is such that Admission and the Placing may (in the opinion of Canaccord, acting in good faith) be detrimental to the ordinary operation or reputation of AIM.
If the Placing Agreement is terminated prior to Admission then the Placing will not occur.
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, other than set out in the section entitled "Conditions of the Placing" above. By participating in the Placing, the Placees agree that the exercise by Canaccord Genuity of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and that Canaccord Genuity need not make any reference to the Placees in this regard and that neither Canaccord Genuity nor any of its Affiliates shall have any liability to the 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 be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document 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 the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or Canaccord Genuity or any other person and neither Canaccord Genuity, 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 Canaccord Genuity, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Canaccord Genuity are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. 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 Canaccord Genuity in accordance with the standing CREST settlement instructions which they have in place with Canaccord Genuity.
Settlement of transactions in the Placing Shares (ISIN: GG00B4WJSD17) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, Canaccord Genuity reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to the Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 6 August 2020 unless otherwise notified by Canaccord Genuity and Admission is expected to occur by 6 August 2020 or such later time as may be agreed between the Company and Canaccord Genuity, not being later than the Long Stop Date.
Subject to the conditions set out above, payment in respect of the Placees' allocation 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 Canaccord Genuity: 805
Expected Trade Date: 15 July 2020
Expected Settlement Date: 6 August 2020
ISIN code for the Placing Shares: GG00B4WJSD17
Deadline for Placee to input instruction into CREST 10.00 a.m. on 3 August 2020
Each Placee is deemed to agree that, if it does not comply with these obligations, Canaccord Genuity may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Canaccord Genuity'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 Canaccord Genuity 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 Canaccord Genuity such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Canaccord Genuity 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 any 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 Canaccord Genuity 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. The Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Canaccord Genuity (for itself and on behalf of the Company):
33. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of 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;
34. that the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
35. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
36. that the exercise by Canaccord Genuity of any right or discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and Canaccord Genuity 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 Canaccord Genuity or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
37. that these terms and conditions represent the whole and only agreement between it, Canaccord Genuity 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, the Exchange Information 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, Canaccord Genuity nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
38. 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 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 Prospectus Regulation other than Qualified Investors or in circumstances in which the prior consent of Canaccord Genuity 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 European Economic Area other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
39. that neither it nor, as the case may be, its clients expect Canaccord Genuity 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 Canaccord Genuity is not acting for it or its clients, and that Canaccord Genuity will not be responsible for providing the protections afforded to customers of Canaccord Genuity or for providing advice in respect of the transactions described herein;
40. 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 neither Canaccord Genuity or the Company nor any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Canaccord Genuity, 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;
41. 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;
42. that neither Canaccord Genuity or the Company nor 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 this Announcement or the Publicly Available Information;
43. that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;
44. that, unless specifically agreed with Canaccord Genuity, 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 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 and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from 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;
45. that it is not a national or resident of Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, New Zealand, the Republic of Ireland, the Republic South Africa or Japan;
46. 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;
47. 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;
48. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Canaccord Genuity may in its discretion determine and without liability to such Placee;
49. 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 Canaccord Genuity 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;
50. 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;
51. 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 this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Canaccord Genuity;
52. 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 (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;
53. that, unless otherwise agreed by Canaccord Genuity, it is a "qualified investor" (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA"));
54. that, unless otherwise agreed by Canaccord Genuity, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
55. 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;
56. that any money held in an account with Canaccord Genuity (or its nominees) 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 Canaccord Genuity (or its nominee) money in accordance with such client money rules and will be used by Canaccord Genuity in the course of its own business and each Placee will rank only as a general creditor of Canaccord Genuity;
57. 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 Disclosure Guidance and Transparency Rules published by the FCA;
58. 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;
59. 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 and/or purchasing under the Placing unless and until Admission becomes effective;
60. that it appoints irrevocably any director of Canaccord Genuity 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;
61. that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
62. that this Announcement does not constitute a securities recommendation or financial product advice and that neither Canaccord Genuity nor the Company has considered its particular objectives, financial situation and needs;
63. 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;
64. that it will indemnify and hold the Company and Canaccord Genuity 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 Canaccord Genuity 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 Canaccord Genuity and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to Canaccord Genuity for itself and on behalf of the Company and will survive completion of the Placing and Admission;
65. that time shall be of the essence as regards obligations pursuant to this Appendix;
66. 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 Canaccord Genuity to provide any legal, financial, tax or other advice to it;
67. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that Canaccord Genuity shall notify it of such amendments;
68. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse Regulation, (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 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; (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, 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 Canaccord Genuity such evidence, if any, as to the identity or location or legal status of any person which Canaccord Genuity 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 Canaccord Genuity 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 and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Canaccord Genuity may decide in its absolute discretion;
69. that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
70. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
71. 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 Canaccord Genuity 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;
72. 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 Canaccord Genuity;
73. that Canaccord Genuity owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
74. that Canaccord Genuity or any of its respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
75. that no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares; and
76. 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, Canaccord Genuity 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 Canaccord Genuity for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Canaccord Genuity.
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 Canaccord Genuity 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 Canaccord Genuity in the event that any of the Company and/or Canaccord Genuity 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 Canaccord Genuity accordingly.
In addition, the 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.
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 Canaccord Genuity or by any of their 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.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
Admission
the admission of the New Ordinary Shares to issued pursuant to the Fundraise and the Debt Restructuring to trading on AIM becoming effective in accordance with the AIM Rules
AIM
the market of that name operated by the London Stock Exchange
AIM Application
the application made by the Company to the London Stock Exchange for Admission in the form required by the AIM Rules
AIM Rules
the AIM Rules for Companies published by the London Stock Exchange governing admission to and trading on AIM, as may be amended from time to time
Announcement
means this announcement (including the Appendix to this announcement)
Board
the board of directors of the Company
Bookbuild
the book building exercise by Canaccord Genuity in connection with the Placing
Business Day
a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
Canaccord Genuity
Canaccord Genuity Limited, the Company's nominated adviser, bookrunner and broker in relation to the Placing
Capitalisation
the capitalisation of the Convertible Bonds, further details of which are set out in the Announcement
Capitalisation Non-Voting Shares
means the non-voting ordinary shares of £0.01 each in the capital of the Company which are to be created and issued in connection with the Capitalisation, following the passing of the Resolutions
Capitalisation Ordinary Shares
the new Ordinary Shares to be issued in connection with the Capitalisation, comprising Ordinary Shares to which voting rights are attached
Capitalisation Shares
the Capitalisation Ordinary Shares and Capitalisation Non-Voting Shares
certificated or in certificated form
the description of a share or security which is not in uncertificated form (that is, not in CREST)
Circular
the circular to be sent to the shareholders of the Company containing, inter alia, information relating to the Fundraise, the Debt Restructuring and the Resolutions which also incorporates a notice convening a General Meeting
Company or Woodbois
Woodbois Limited, a company registered in Guernsey under company number 52184
Convertible Bonds
the Company's 2024 convertible 4% bonds that are currently in issue
COVID-19
means the form of coronavirus disease named as such by the World Health Organisation on 11 February 2020 (or any mutation or variation thereof)
CREST
the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
CREST Regulations
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force
Debt Restructuring
together the Capitalisation, the ITF Settlement, the Variation and the Deferred Consideration Settlement
Deferred Consideration Settlement
the proposed settlement of the outstanding deferred consideration due from the Company under the terms of its acquisition of Woodbois International ApS in 2017
Deferred Consideration Shares
the new Ordinary Shares to be issued in connection with the Deferred Consideration Settlement
Directors
the directors of the Company
Euroclear
Euroclear UK & Ireland Limited, the operator of CREST
Enlarged Ordinary Share Capital
the Ordinary Share capital of the Company following Admission and as enlarged by the issue of the New Ordinary Shares excluding for the avoidance of doubt the Capitalisation Non-Voting Shares
Existing Ordinary Shares
the 469,737,487 existing Ordinary Shares in issue as at the date of this Announcement
FCA
the Financial Conduct Authority
FSMA
the Financial Services and Markets Act 2000, as may be amended from time to time
Fundraise
together the Placing, the Retail Offer and the Subscription
General Meeting
the general meeting of the Company to be convened in connection with the Fundraise and the Debt Restructuring
Group
the Company, together with its subsidiaries and subsidiary undertakings
ISIN
International Securities Identification Number
ITF Settlement
the settlement of amounts outstanding under the Company's internal trade finance facility, further details of which are set out in this Announcement
New Ordinary Shares
together, the Placing Shares, the Primary Bid Shares, the Subscription Shares, the Capitalisation Ordinary Shares and the Deferred Consideration Shares
Ordinary Shares
ordinary shares of par value £0.01 each in the capital of the Company
Placing
the conditional placing of the Placing Shares on the terms and subject to the condition of the Placing Agreement
Placing Agreement
the Placing Agreement dated 14 July 2020 between (1) the Company and (2) Canaccord Genuity relating to the Placing
Placing Price
£0.02 per Ordinary Share
Placing Results Agreement
the supplementary agreement to be entered into between the parties to the Placing Agreement
Placing Results Announcement
the regulatory announcement in the agreed form, to be issued via the Regulatory Information Service, giving details of the results of the Placing together with the number of Placing Shares and the Placing Price
Placing Shares
Ordinary Shares which are proposed to be placed in accordance with the terms of the Placing
Primary Bid
Primary Bid Limited (registered number 08092575) which is authorised and regulated by the FCA with register number 779021
Primary Bid Shares
the new Ordinary Shares to be issued in connection with the Retail Offer
Prospectus Regulation Rules
the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Regulatory Information Service
means a regulatory information service as defined in the glossary of terms in the AIM Rules
Resolutions
the resolutions to be proposed at the General Meeting in connection with the Fundraise and the Debt Restructuring
Retail Offer
the retail offer of Primary Bid Shares to be made by Primary Bid
Results of General Meeting Announcement
the announcement, in the agreed form, containing details of the results of the General Meeting
Securities Act
the US Securities Act of 1933, as amended
Specified Event
an event occurring or matter arising on or after the date of the Placing Agreement and before the date of Admission which, if it had occurred before the date of the Placing Agreement, would have rendered any of the warranties and undertakings contained in the Placing Agreement untrue, incorrect or misleading
Subscription
the proposed subscription by certain of the Directors for the Subscription Shares at the Placing Price, further details of which are set out in this Announcement
Subscription Shares
the new Ordinary Shares to be subscribed for directly with the Company by certain of the Directors
Variation
the proposed variation of the terms of the Convertible Bonds, further details of which are set out in this Announcement
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDMSCEZLFFBDLXBBF
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