REG - Xeros Tech Grp plc - Fundraising to raise up to £5.5 million
04/04/2024 16:45
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RNS Number : 3918J Xeros Technology Group plc 04 April 2024
For immediate release
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND INFORMATION CONTAINED HEREIN, IS
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ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF XEROS TECHNOLOGY GROUP PLC IN
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PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Xeros Technology Group plc
("Xeros", the "Group" or the "Company")
Placing and Subscription to raise £4.5 million,
Retail Offer to raise up to £1.0 million
and
Notice of General Meeting
Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce
the impact of clothing on the planet, is pleased to announce a placing and
subscription to raise £4.5 million (before fees and expenses) via a placing
and subscription of 300,000,000 and 833,332 new ordinary shares respectively
(the "Placing Shares" and "Subscription Shares" respectively) of 0.1 pence
each in the capital of the Company ("Ordinary Shares") each at an issue price
of 1.5 pence per share (the "Issue Price") (the "Placing" and "Subscription").
In addition to the Placing and Subscription the Company intends to provide
Shareholders who have not taken part in the Placing or Subscription with the
opportunity to subscribe for up to 66,666,666 new Ordinary Shares (the "Retail
Offer Shares"), to raise up to approximately £1.0 million (before expenses)
at the Issue Price (the "Retail Offer") (the Placing, Subscription and Retail
Offer together the "Fundraising", and the Placing Shares, Subscription Shares
and the Retail Offer Shares together the "New Ordinary Shares"). A separate
announcement will be made shortly regarding the Retail Offer and its terms.
The Placing and Subscription are not conditional upon the Retail Offer. For
the avoidance of doubt, the Retail Offer is not part of the Placing or
Subscription.
The Placing is intended to be effected in two tranches as follows:
· 15,098,290 Firm Placing Shares expected to be admitted to trading
on AIM on 5 April 2024; and
· 352,401,708 Conditional Placing Shares, conditional, inter alia,
on the passing of the Resolutions at the General Meeting, expected to be
admitted to trading on AIM on 26 April 2024.
The Placing will be conducted by way of an accelerated bookbuild ("ABB") which
will be launched immediately following this announcement ("Announcement"), in
accordance with the terms and conditions set out in the appendix to this
Announcement.
Highlights:
· The Placing and Subscription will raise gross proceeds of
£4.5 million in aggregate, with up to an additional £1.0 million being
raised through the Retail Offer to allow Shareholders to subscribe alongside
the Placing via the Bookbuild Platform. A separate announcement will be made
shortly containing instructions for Shareholders regarding the Retail Offer.
· Net proceeds of the Fundraising will be used to:
o strengthen the Company's balance sheet, enabling execution of current
contracts, pursuit of global opportunities and to provide reassurance to
contract counterparties;
o provide working capital as the Company advances commercialisation of its
Core Technologies;
o provide contingency against timing of royalty income and operational cash
flow break-even; and
o as appropriate, scale operations and accelerate development of other
markets and applications for the Company's IP.
· First royalty income and month on month cashflow and EBITDA
breakeven expected during the second half of FY24, in-line with prior
guidance.
· Encouraging current positioning of Xeros Core Technologies in
Filtration, Care and Finish underpinned by c£150m investment to date.
· License agreements in place with five manufacturers of garment
washing/processing machines, three major European manufacturers of components
for the machine supply chain and direct commercial discussions with six of the
top ten global washing machine manufacturers.
· Addressable global market opportunity of c£40m-£50m pa in
revenue terms to Xeros in the medium term.
· It is expected that First Admission will occur, and that dealings
in the Firm Placing Shares will become effective on 5 April 2024.
· It is expected that Second Admission will occur, and that
dealings in the Conditional Placing Shares, the Subscription Shares and the
Retail Offer Shares will become effective on 26 April 2024, conditional on,
amongst other things, shareholder approval of certain resolutions (the
"Resolutions") at a general meeting of the Company on 25 April 2024 (the
"General Meeting").
· The Company expects to send a circular to Shareholders (the
"Circular") in connection with the Fundraising following the successful
closure of the ABB, in order to convene the General Meeting.
The timing for the close of the ABB and allocation of the Placing Shares shall
be at the absolute discretion of Cavendish Capital Markets Limited
("Cavendish"), in consultation with the Company. The final number of Placing
Shares to be issued pursuant to the Placing will be agreed by Cavendish and
the Company at the close of the ABB. The result of the Placing will be
announced as soon as practicable thereafter.
In accordance with the terms of the placing agreement between the Company and
Cavendish ("Placing Agreement"), the Fundraise is conditional upon, amongst
other things, the Placing Agreement not having been terminated in accordance
with its terms prior to either First Admission or Second Admission as the case
may be (or such later date as Cavendish may agree).
It is anticipated the New Ordinary Shares will represent approximately 63.3
per cent. of the Company's issued ordinary share capital following Second
Admission (assuming full take up under the Retail Offer). The Issue Price of
1.5 pence per New Ordinary Share represents a discount of approximately 18.9
per cent. to the closing mid-market price of 1.85 pence per Ordinary Share on
4 April 2024, being the last trading day immediately preceding the date of
this announcement. The New Ordinary Shares, when issued, will be 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 declared,
made or paid in respect of such New Ordinary Shares after the date of their
admission to trading on AIM.
Cavendish acted as nominated adviser, broker and bookrunner in connection with
the Placing. No part of the Placing, the Subscription or the Retail Offer is
underwritten.
The appendix to this Announcement (which forms part of this Announcement)
contains the detailed terms and conditions of the Placing.
Commenting on the Fundraising, Neil Austin, CEO of Xeros, said:
"Our technology solutions drive significant cost, energy and water
efficiencies for our customers while reducing pollution in both the
manufacture and laundering of clothing.
"The fundraise puts the Group in the strongest possible position to execute
its commercialisation strategy, which is focused around high-margin licence
fees and recurring consumable revenue.
"I would like to take this opportunity to thank investors for their continued
support at this exciting time for Xeros."
General Meeting and Shareholder Approval
For the Second Admission Shares to be admitted to trading on AIM, Shareholder
approval is required:
a) by way of ordinary resolution to give the Directors authority to
allot such Second Admission Shares; and
b) by way of a special resolution to disapply statutory pre-emption
rights in respect of such Second Admission Shares.
The authorities referred to above are in addition to the Company's existing
general shareholder authorities to allot Ordinary Shares for cash on a
non-pre-emptive basis. The Firm Placing Shares will be allotted and issued
under the Company's existing general shareholder authorities.
In order to obtain the necessary shareholder approval, a General Meeting is to
be held at the Company's offices at Unit 2 Evolution Advanced Manufacturing
Park, Whittle Way, Catcliffe, Rotherham S60 5BL, United Kingdom at 11:00 a.m.
on 25 April 2024 at which the Resolutions will be proposed. A Circular
containing a notice of General Meeting is expected to be sent to shareholders
on 8 April 2024. The shareholder Circular and notice of General Meeting will
be made available on the Company's website at www.xerostech.com
(http://www.xerostech.com) .
EXPECTED TIMETABLE OF KEY EVENTS
2024
Announce Launch of the Placing 4 April
Retail Offer opens 4 April
Announce Close of the Placing 5 April
Publication and posting of the Circular and the Form of Proxy 8 April
Retail Offer closes 12:00 p.m. on 19 April
Announcement of the results of the Retail Offer 19 April
Latest time and date for receipt of Forms of Proxy or electronic proxy 11:00 a.m. on 23 April
appointments for use at the General Meeting
General Meeting 11.00 a.m. on 25 April
Announcement of the results of the General Meeting 25 April
First Admission and commencement of dealings in the Firm Placing Shares on AIM 08.00 a.m. on 5 April
Second Admission and commencement of dealings in the Conditional Placing 08.00 a.m. on 26 April
Shares, Subscription Shares and Retail Offer Shares on AIM
CREST Members' accounts credited in respect of the following New Ordinary
Shares in uncertificated form:
· Firm Placing Shares 5 April
· Second Admission Shares 26 April
Expected despatch of definitive share certificates for New Ordinary Shares in
certificated form (certificated holders only):
· Firm Placing Shares Within 10 business days of First Admission
· Second Admission Shares Within 10 business days of Second Admission
Notes
1. Each of the times and dates set out in the above timetable and
mentioned in this announcement is subject to change by the Company (with the
agreement of Cavendish), in which event details of the new times and dates
will be notified to London Stock Exchange plc and the Company will make an
appropriate announcement to a Regulatory Information Service.
2. All events listed in the above timetable following the General
Meeting are conditional on, inter alia, the passing of the Resolutions at the
General Meeting.
3. References to times in this announcement are to London time (unless
otherwise stated).
Enquiries:
Xeros Technology Group plc Tel: 0114 269 9656
Neil Austin, Chief Executive Officer
Alex Tristram, Finance Director
Cavendish Capital Markets Limited (Nominated Adviser & Broker) Tel: 020 7220 0500
Julian Blunt / Teddy Whiley / George Dollemore, Corporate Finance
Andrew Burdis / Sunila de Silva, ECM
Belvedere PR xeros@belvederepr.com
Cat Valentine Mob: 07715 769 078
Keeley Clarke Mob: 07967 816 525
About Xeros
Xeros Technology plc has developed patented and proven, industry-leading
technologies which reduce the environmental impact of how industries make and
care for clothes.
The traditional wet processing methods used in industrial and domestic laundry
and garment manufacturing consume billions of litres of fresh water and large
amounts of energy and chemicals, as well as damaging and weakening clothing
fibres and creating rising levels of environmental pollution. It is estimated
that washing machines contribute 35% of the 171 trillion microplastic
particles in the ocean.
A range of factors, including consumers, the media NGOs and regulators are
exerting pressure on these industries, with legislative action beginning to be
taken.
Xeros' three main technologies, Filtration, Finish, and Care, facilitate
garment manufacturers, industrial laundries, domestic washing machine
manufacturers and consumers, to reduce their environmental impact, whilst also
significantly improving efficiency in the process.
Xeros' model is to generate revenue from licensing its technologies,
generating royalties and the sale of consumables. Currently there are 8
agreements in place. The addressable markets in Filtration, Finish and Care
are estimated to be valued at £350m p.a., £132m p.a. and £3bn p.a.
respectively.
Forward-Looking Statements
This announcement contains forward-looking statements. These statements relate
to the Group's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this announcement. No statement in this announcement is intended
to constitute a profit forecast or profit estimate for any period. No
representation or warranty is given as to the completeness or accuracy of the
forward-looking statements contained in this Announcement. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information, as
permitted by 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 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.
ADDITIONAL INFORMATION
ON
THE PROPOSED PLACING AND SUBSCRIPTION OF 300,833,332 ORDINARY SHARES,
RETAIL OFFER OF UP TO 66,666,666 ORDINARY SHARES,
EACH AT A PRICE OF 1.5 PENCE PER ORDINARY SHARE
AND
GENERAL MEETING
INTRODUCTION
The Company is pleased to confirm today that it has now conditionally raised
£4.5 million before fees and expenses by way of the Placing and Subscription
with existing and new institutional investors at an Issue Price of 1.5 pence
per new Ordinary Share. The Placing and Subscription are not being
underwritten.
To provide Shareholders who have not taken part in the Placing or Subscription
with an opportunity to participate in the Fundraise, the Company is providing
existing Shareholders with the opportunity to subscribe for up to 66,666,666
Retail Offer Shares at the Issue Price, via the Bookbuild Platform, to raise
up to £1.0 million (before expenses), by way of the Retail Offer. The Retail
Offer is not being underwritten.
The Placing is intended to be effected in two tranches as follows:
· 15,098,290 Firm Placing Shares expected to be admitted to trading
on AIM on 5 April 2024; and
· 352,401,708 Conditional Placing Shares, conditional, inter alia,
on the passing of the Resolutions at the General Meeting, expected to be
admitted to trading AIM on 26 April 2024.
The Issue Price represents a discount of 18.9% to the Closing Price, being the
latest practical date prior to the publication of this announcement. The Firm
Placing Shares and Second Admission Shares will represent, respectively,
approximately 2.6% and 61.0% of the Company's issued ordinary share capital
following Second Admission (assuming the Retail Offer Shares are taken-up in
full).
For the Conditional Placing, Subscription and Retail Offer to proceed, the
Company requires Shareholders' approval to authorise the Directors to allot
such New Ordinary Shares and disapply pre-emption rights in relation to them.
REASONS FOR THE FUNDRAISE AND USE OF PROCEEDS
Reasons for the Fundraise
Xeros today has three core areas of focus in its Filtration ("XF"), Care
("XC") and Finish ("XFN") technologies (together "Core Technologies"). The
Core Technologies together target the textile production and consumption
stages of the global apparel value chain addressing c.60 per cent. of the
apparel industry's total climate impact. As a global leader in sustainable
textile technologies Xeros has been actively involved with legislators,
industry groups and non-government organisations to show the scale of the
environmental challenge and demonstrate the effectiveness of its solutions.
The Board is very encouraged with the Company's current positioning as regards
the Core Technologies and the scope for growth they offer which is the result
of many years' development and approximately £150 million in aggregate
investment to date, which has yielded the strong licensing progress and
commercial momentum of the last few years. The Company now has license
agreements in place with five manufacturers of garment washing/processing
machines, three major European manufacturers of components for the machine
supply chain and is in direct commercial discussions with six of the top ten
global washing machine manufacturers in relation to Xeros Filtration or Care
technology.
The Board conservatively estimate Xeros' Core Technologies, based on current
agreements in-place with license and development partners, to provide an
addressable global market opportunity of c£40m-£50m pa in revenue terms to
Xeros in the medium term, though believe the Company is now at an important
inflection point whereby the route to nearer-term meaningful revenue is clear,
with a number of the Company's commercial partners now believed to be close to
commercial-scale roll-out of machinery containing some element of Xeros' IP.
Whilst the Board is highly confident as regards the route to near-term
revenue, with first royalty income and month on month cashflow and EBITDA
breakeven expected during the second half of FY24, in-line with prior
guidance, given the inherent uncertainties as regards the precise timing of
this and having regard to the Company's current cash position as set out in
the paragraph headed "Current Trading and Outlook" below, and for the other
reasons set out in the paragraph headed "Use of Proceeds" below the Board is
now proposing to undertake the Fundraising, though does so with a commercial
strategy refocused around high-margin license fees and recurring consumable
revenues, a lean cost base and its well-positioned suite of Core Technologies:
Filtration ("XF")
The imperative for microfibre filtration in both commercial and domestic
washing machines is increasing rapidly with the human, business and
environmental impact of microplastics now well established and legislative
control of the resulting pollution fast approaching. Legislation is now
imminent in France driving early adoption of technology (effective 1 January
2025) with similar regulatory agendas in the EU more broadly and the USA
adding to market momentum. Against that backdrop the Board is highly
confident that Xeros is well placed to capitalise with its market-leading XF
offering which has been third-party verified to be 99 per cent. effective in
terms of microplastic capture.
The Company has been busy extending its offering in filtration, with the soft
launch of its external filtration device (XF(3)) in addition to its internal
device (XF(1)), an offering which will provide a wider choice to manufacturers
and consumers alike.
The Company now has in place licensing agreements with three major European
component manufacturers, which facilitate 'approved supplier' status for 99
per cent. of major washing machine brands, as well as significant engagement
with other leading global OEMs across all of the Company's technology
platforms. Conservative Board estimates, based on low level penetration of the
EMEA domestic washing machine market (estimated to be c.25 - 30 million units
per annum), reflect capturing 0.4% to 1.4% of the EMEA market and provide a
near-term revenue opportunity of c. £0.3m to £1.6m on the Company's overall
XF offering, with variability driven by both partner unit sales and margin
which is expected to differ between the Company's internal and external
filtration solutions. The first royalty income is expected during the second
half of FY24, and the Board believes the potential for XF is significantly
larger over the longer term.
Care ("XC")
The Company has continued to work with its partner IFB Industries Limited
("IFB"), a top 3 Indian brand, which has already launched an XC-enabled 11kg
domestic washing machines, designed for large households in India, and which
is now in field trails on a smaller 9kg domestic machine suitable for the
Indian mass market; the Board remains confident that these trials will advance
to a mass market launch and first royalty revenues during FY24.
Progress is also being made with Xeros' other commercial laundry partners.
Georges SAS, the Company's French commercial laundry partner is now using
XC-enabled machines across laundry sites caring for uniforms on behalf of Air
France and SNCF, with SNCF demonstrating 20% increased uniform lifetimes
(equivalent to 12-18 months' additional use) by using the Xeros XC
technology. In the UK, the Company's partner Ecoprod, an environmental
solutions provider and water-usage reduction expert, is facilitating access
for the XC technology to the leisure, private healthcare, NHS and hospitality
markets in the UK; this route to market is also expected to yield royalty
income during the course of FY24.
Other initiatives currently underway and which are expected to produce new
commercial agreements during FY24 include advanced discussions with other
major European and North American commercial laundry manufacturers for
licensing of the XC technology as well as active engagement with 6 of the
top-10 global washing machine brands. Xeros are in advanced discussions with
one of the world's largest washing machine manufacturers and currently
retrofitting an XDrum and XOrb capability to one of said manufacturer's
machines.
The Company's Care technology is split between applications for the domestic
(XC1) and commercial (XC2) markets. Across these two applications and based
on limited penetration of current license partner output, the Board estimate a
near-term revenue opportunity of between £0.6m and £2.5m (with associated
additional ongoing annual income of approximately £0.1m over the life of
commercial machines from the sale of XOrb polymer beads) with these expected
to commence during the course of FY24.
Finish ("XFN")
The broader opportunity for XFN posed by the global fashion industry is very
significant. As the world's third largest manufacturing industry (behind
only automobile and technology) the fashion industry is reportedly responsible
for between 2-8 per cent. of global carbon emissions, uses 79 trillion litres
of water and produces 92 million tons of solid waste each year. In that
context apparel companies are now taking serious steps to reduce their
impact. The Board are confident that the XFN technology has a direct role to
play in helping to achieve this with its ability to reduce usage of water,
chemicals and pumice in the denim finishing process - c.2.0 billion pairs of
jeans are made every year with the Company estimating that XFN is capable of
saving 0.15US$ on the production cost of every pair of jeans, saving an
estimated 44 tonnes of carbon emissions for each XFN-enabled machine each
year, whilst offering manufacturers attractive pay back profiles for the
associated investment.
Xeros' nearest term opportunity as regards XFN lies with its license and
distribution agreement with KRM Tekstil Boya San. Tic Ltd ("KRM") which
provides KRM with 10-year, worldwide non-exclusive distribution rights for
top-three global supplier Yilmak Makine ("Yilmak") manufactured machinery
incorporating Xeros' XFN technology for denim processing, garment finishing
and garment dyeing. This agreement is expected to yield royalty revenue
during FY24.
The Company is also in advanced discussions with a market leading apparel
brand for a Xeros technology produced 'range' of denim, and bulk trials have
also been carried out with a European retail brand. Additionally, the Group's
area of expertise within denim has also been strengthened by the strategic
addition of a new denim expert to its advisory board.
Based on a conservative rate of penetration of the annual sales of its key XFN
license partner, the Company estimates that revenue as generated from both
royalties on machine sales and the sale of XOrbs to be between £0.3m and
£0.9m, with additional revenue to be generated in future years over the life
of machines (estimated to be between 10 and 15 years) via additional sales of
XOrbs.
Use of proceeds
The net proceeds of the Fundraise amounting to approximately £5.0 million
(assuming full take-up of the Retail Offer) will be used to:
· strengthen the Company's balance sheet, enabling execution of
current contracts, pursuit of global opportunities and to provide reassurance
to contract counterparties;
· provide working capital as the Company advances commercialisation
of its Core Technologies;
· provide contingency against timing of royalty income and
operational cash flow break-even; and
· as appropriate, scale operations and accelerate development of
other markets and applications for the Company's IP.
CURRENT TRADING AND OUTLOOK
In the Company's reported interim results to 30 June 2023 the Board noted
significant progress in all areas of the business with commercial momentum
building. Since those results the Company has reported that adjusted LBITDA
(loss on ordinary activities before interest, tax, share-based payment
expense, warrant expense, depreciation and amortisation) for FY23 is expected
to be in line with expectations as a result of the Board's continued focus on
cost control with year-end cash closing out in line with expectations (on an
unaudited basis) at c.£1.6m, boosted during December 2023 by receipt of an
R&D tax credit payment of approximately £0.5m from HMRC. Overall net
monthly cash burn in FY23 was c.£0.4m.
Since 31 December 2023 a further c.£1.68m cash has been raised from the
exercise of outstanding warrants to subscribe for new Ordinary Shares at a
price of 2.85p each ("Warrants"). There are no Warrants now outstanding.
As a result the current cash runway (prior to completion of the Fundraising)
of the Company would last the Company until approximately August 2024,
assuming no curtailment of current operations.
DETAILS OF THE FUNDRAISE
The Placing
The Company has conditionally raised £4.5 million (before fees and expenses)
by way of the placing of 300,000,000 New Ordinary Shares at the Issue Price
with existing and new institutional investors.
The allotment and issue of the Firm Placing Shares is not conditional on the
passing of the Resolutions at the General Meeting. The allotment and issue of
the Conditional Placing Shares is conditional on the passing of the
Resolutions at the General Meeting. Placing of all of the Placing Shares is
conditional on Admission of such shares to trading on AIM, at First Admission
or Second Admission, as applicable.
The Issue Price represents a discount of approximately 18.9% from the Closing
Price. The Placing Shares will represent approximately 52.0% of the Enlarged
Share Capital following Second Admission (assuming the Retail Offer is
subscribed in full). In order to broaden the Company's institutional investor
base and to minimise the time and transaction costs of the Fundraise, the
Placing Shares are only being placed by Cavendish with a limited number of
existing and new investors. The Placing Shares are not being made available to
the public.
The Placing Shares will be free of all liens, charges and encumbrances and
will, when issued and fully paid, be identical to and rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
future distributions, declared, paid or made in respect of the Ordinary Shares
following the date of First Admission and Second Admission (as applicable).
The Subscription
Certain of the Directors are participating in the Fundraise pursuant to
separate Subscription Letters at the Issue Price. Their aggregate
participation will amount to 833,332 New Ordinary Shares. Further details are
set out in the paragraph headed "Related Party Transactions" below.
The Retail Offer
Pursuant to the terms of the Retail Offer, the Company has made the Retail
Offer to Retail Investors only through intermediary financial institutions
appointed by the Company in connection with the Retail Offer via the Bookbuild
Platform.
Conditional on, amongst other things, the Resolutions being duly passed at the
General Meeting and Second Admission, up to 66,666,666 Retail Offer Shares
will be issued through the Retail Offer at the Issue Price to raise proceeds
of up to approximately £1.0 million (before expenses).
If the Retail Offer is taken up in full, the Retail Offer Shares will
represent approximately 11 per cent. of the Enlarged Share Capital. The Retail
Offer Shares, when issued and fully paid, will rank pari passu in all respects
with the Existing Ordinary Shares then in issue.
A separate announcement will be made shortly containing instructions for
Shareholders regarding the Retail Offer.
The Placing Agreement
In connection with the Fundraise, the Company has entered into the Placing
Agreement pursuant to which Cavendish has agreed, in accordance with its
terms, to use reasonable endeavours to procure subscribers for the Placing
Shares and to co-ordinate the Retail Offer in each case at the Issue Price.
The Placing and Retail Offer are not underwritten.
In accordance with the terms of the Placing Agreement, the Fundraise is
conditional upon, amongst other things, the passing of the Resolutions in
respect of the Second Admission Shares, the conditions in the Placing
Agreement being satisfied or (if applicable) waived and the Placing Agreement
not having been terminated in accordance with its terms prior to First
Admission or Second Admission occurring on or before 31 May 2024 (or such
later date as Cavendish may agree).
The Placing Agreement contains certain warranties given by the Company in
favour of Cavendish concerning, amongst other things, the accuracy of
information given in the circular in respect of the Fundraise as well as other
matters relating to the Group and its business.
The Placing Agreement is terminable by Cavendish in certain circumstances up
until the time of Second Admission, including, inter alia, should there be a
breach of a warranty contained in the Placing Agreement or if certain force
majeure events take place or a material adverse change occurs to the business
of the Company or the Group. The Company has also agreed to indemnify
Cavendish against all losses, costs, charges and expenses which Cavendish may
suffer or incur as a result of, occasioned by or attributable to the carrying
out of its duties under the Placing Agreement.
The Placing is not conditional on the Retail Offer proceeding or on any
minimum take-up under the Retail Offer.
Admission of the New Ordinary Shares
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM, subject, inter alia, to the passing
of the Resolutions at the General Meeting in the case of the Second Admission
Shares. It is expected that First Admission will become effective in respect
of, and that dealings on AIM will commence in, all of the First Admission
Shares, on 5 April 2024. Second Admission will become effective in respect of,
and dealings on AIM will commence in, all of the Second Admission Shares, on
26 April 2024.
It is expected that CREST accounts of the investors in the Firm Placing Shares
who hold their Ordinary Shares in CREST will be credited with their Firm
Placing Shares on 5 April 2024, and CREST accounts of the investors in the
Second Admission Shares who hold their Ordinary Shares in CREST will be
credited with their Second Admission Shares on 26 April 2024.
In the case of investors in the New Ordinary Shares holding their Ordinary
Shares in certificated form, it is expected that certificates will be
dispatched within 10 business days of First or Second Admission as applicable.
Pending dispatch of the share certificates or the crediting of CREST accounts,
the Registrar will certify any instruments of transfer against the register.
Deferred Subscription Deed and Additional Subscription Shares
In connection with the Placing, the Company has entered into a deferred
subscription deed ("the Deferred Subscription Deed") with Amati Global
Investors Limited entitling Amati AIM VCT Plc ("Amati") to subscribe for a
further 33,333,333 new Ordinary Shares at the Issue Price at any time before
31 January 2025, the number of shares corresponding to half the number of
shares subscribed by Amati in the Placing.
To provide all investors in the Fundraise with the same right to subscribe for
new Ordinary Shares on economic terms consistent with those provided to Amati,
as outlined above, the Company is also now seeking authority to issue and
allot Additional Subscription Shares conditional on the passing of the
Resolutions at the General Meeting. If passed, the Resolutions would allow the
Company to issue additional Ordinary Shares in the future to all investors in
the Fundraise (in proportion to their holding of New Ordinary Shares at the
relevant point in time) to raise up to a further £2.88 million at the Issue
Price in aggregate, including the shares subject to the Deferred Subscription
Deed. The Company will make further announcements concerning any additional
subscriptions at the appropriate time, however, there can be no guarantee that
such subscriptions can be concluded.
RELATED PARTY TRANSACTIONS
Canaccord Genuity Asset Management Limited, Lombard Odier Investment Managers,
Neil Austin, Alex Tristram and Klaas de Boer each a Related Party (as defined
by the AIM Rules), are intending to participate in the Fundraise as follows:
Current Holding of Existing Shares % of Existing Ordinary Shares Number of New Ordinary Shares Holding post Second Admission % of Enlarged Share Capital (assuming the Retail Offer is fully subscribed)
Canaccord Genuity Asset Management Limited 38,809,146 18.49% 13,333,333 52,142,479 9.03%
Lombard Odier Investment Managers 22,893,266 10.91% 33,333,333 56,226,599 9.74%
Neil Austin 200,000 0.10% 666,666 866,666 0.15%
Alex Tristram 0 0% 166,666 166,666 0.03%
Klaas de Boer 5,050,000 2.41% 3,333,333 8,383,333.00 1.40%
The participation of Neil Austin and Alex Tristram by way of the Subscription
and Klaas de Boer's intention to participate via the Retail Offer(the
"Participating Directors") constitute related party transactions by virtue of
them each being Director. The Directors (excluding the aforementioned
Directors participating in the Fundraise) consider, having consulted with
Cavendish (the Company's nominated adviser), that the terms of Participating
Directors subscription in the Fundraising are fair and reasonable insofar as
the Company's Shareholders are concerned.
The participation in the Placing of Canaccord Genuity Asset Management Limited
and Lombard Odier Investment Managers constitute related party transactions by
virtue of their being substantial shareholders in the Company. The Directors
consider, having consulted with Cavendish (the Company's nominated adviser),
that the terms of their participation in the Fundraising are fair and
reasonable insofar as the Company's shareholders are concerned.
HMRC EIS ADVANCE ASSURANCE
The Company has received clearance from HMRC that the Group's business
qualifies for EIS Relief. The Company has been advised that a subscription for
Ordinary Shares by a VCT is capable of being a 'qualifying holding' for VCT
Relief. Although qualifying investors should obtain tax relief on their
investments under EIS relief or VCT relief, and (save as otherwise agreed with
the Company) neither the Company nor the Directors can provide any warranty or
guarantee in this regard. Investors must take their own advice and rely on it.
Save as otherwise specifically and expressly agreed in writing with the
Company, neither the Company nor the Directors give any warranties or
undertakings that EIS Relief or VCT Relief will not be withdrawn or that the
business will be managed in such a way as to preserve EIS or VCT relief.
Investors must take their own advice and rely on it. If the Group carries on
activities beyond those disclosed to HM Revenue & Customs, then
shareholders may cease to qualify for the relevant tax benefits.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
ANNOUNCEMENT REGARDING THE PLACING (THE "ANNOUNCEMENT") AND THE TERMS AND
CONDITIONS SET OUT HEREIN ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION WHICH FORMS PART OF
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE "UK
PROSPECTUS REGULATION") WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (II) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; OR (B) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THE ANNOUNCEMENT OR THE TERMS AND CONDITIONS MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS
AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT AND THE
TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN XEROS TECHNOLOGY GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND, AUSTRALIA, NEW ZEALAND, OR JAPAN, ANY
MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
The distribution of the Terms and Conditions and/or the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Cavendish (the "Bookrunner") or any of
their respective affiliates, agents, directors, officers or employees that
would permit an offer of the Placing Shares or possession or distribution of
the Terms and Conditions or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession these Terms and Conditions come are
required by the Company and the Bookrunner to inform themselves about and to
observe any such restrictions.
The Announcement and these Terms and Conditions or any part of them are for
information purposes only and do not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States, Australia, New Zealand,
Canada, the Republic of South Africa, the Republic of Ireland, Japan, any
member state of the EEA or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.
In the United Kingdom, the Announcement and these Terms and Conditions are
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does
not apply.
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR 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 retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(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 any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cavendish will only
procure investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS; 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.
The Placing Shares 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 the Announcement and these Terms and Conditions or the Circular. Any
representation to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offering in compliance with the securities laws
of any state, province or territory of Australia, New Zealand, Canada, the
Republic of South Africa, the Republic of Ireland, Japan or any member state
of the EEA. 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, New Zealand, Canada,
the Republic of South Africa, the Republic of Ireland, Japan, any member state
of the EEA or any other jurisdiction in which such offer, sale, re-sale or
delivery would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the
Announcement (or any part of it) and/or these Terms and Conditions should seek
appropriate advice before taking any action.
The Terms and Conditions should be read in their entirety.
Details of the Placing Agreement and the Placing Shares
The Bookrunner has entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, the Bookrunner, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure Placees for the Placing
Shares at the Issue Price. The Placing is not being underwritten by the
Bookrunner or any other person.
The exact number of Placing Shares to be allocated and issued to Placees shall
be determined by the Bookrunner and the Company following completion of the
ABB (as defined below).
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and 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 declared, made or
paid in respect of such Ordinary Shares after the date of issue of the Placing
Shares.
Accelerated bookbuilding process
Commencing today, the Bookrunner will be conducting an accelerated
bookbuilding process to determine demand for participation in the Placing by
Placees (the "ABB"). The Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. However,
the Bookrunner will be entitled to effect the Placing by such alternative
method to the ABB as they may, after consultation with the Company, determine.
Save as otherwise agreed with Cavendish, no commissions will be paid by or to
Placees in respect of any participation in the Placing for Placing Shares.
A bid in the ABB will be made on these Terms and Conditions which are attached
to the Announcement and will be legally binding on the Placee on behalf of
which it is made and, except with the Bookrunner's consent, will not be
capable of variation or revocation after the close of the ABB.
The book will open with immediate effect. The final number of Placing Shares
to be issued pursuant to the Placing will be agreed by the Bookrunner and the
Company at the close of the ABB, and the result of the Placing will be
announced as soon as practicable thereafter. The timing for the close of the
ABB and the allocation of the Placing Shares shall be at the absolute
discretion of the Bookrunner, in consultation with the Company.
To the fullest extent permissible by law and applicable FCA rules, neither:
(a) the Bookrunner;
(b) any of their respective affiliates, agents, advisers, directors, officers,
consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person connected with
the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates"
and individually an "affiliate" of the Bookrunner),
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither the Bookrunner nor any of
their respective affiliates shall have any liability (including, to the extent
legally permissible, any fiduciary duties), in respect of their conduct of the
ABB or of such alternative method of effecting the Placing as the Bookrunner
may determine.
By participating in the Placing (such participation up to an agreed maximum
level to be confirmed in and evidenced by either (i) a recorded telephone call
or (ii) email correspondence, in either case between representatives of the
Bookrunner to whom the Placee's commitment is given and the relevant Placee (a
"Recorded Commitment")), each Placee will be deemed to have read and
understood the Announcement and these Terms and Conditions in their entirety,
to be participating and acquiring Placing Shares on these Terms and Conditions
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in these Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes,
agrees and acknowledges (amongst other things) severally to the Company and
the Bookrunner that:
1. it is a Relevant Person and that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of
Article 2(e) of the UK Prospectus Regulation; and
(b) 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 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 Relevant State (as defined below)
other than Qualified Investors or in circumstances in which the prior consent
of the Bookrunner has been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on
behalf of persons in any Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state
of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of
Article 2(e) of the EU Prospectus Regulation; and
(b) 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:
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 a Relevant State other than Qualified
Investors or in circumstances in which the prior consent of the Bookrunner has
been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on
behalf of persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in these Terms and Conditions;
5. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) and
agrees to comply with the resale and transfer restrictions set out in these
Terms and Conditions;
6. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in and in
accordance with Regulation S under the Securities Act;
7. it acknowledges that the Placing Shares have not
been, and will not be, registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States; and
8. the Company, Bookrunner, and others (including each
of their respective affiliates, agents, directors, officers or employees) will
rely upon the truth and accuracy of the foregoing representations,
acknowledgements and agreements.
No 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 any prospectus or other offering document in the United Kingdom or any
equivalent document in any other jurisdiction to be published. No prospectus
or other offering document has been or will be submitted to be approved by the
Financial Conduct Authority ("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 and any
information publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of
the Company on or prior to the date of these Terms and Conditions
(the "Publicly Available Information") and subject to any further terms set
forth in writing in any contract note sent to an individual Placee by the
Bookrunner who is acting as agent for and on behalf of the Company in relation
to the Placing.
Each Placee, by participating in the Placing, agrees that the content of the
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Bookrunner or the Company or any other person and none of
the Bookrunner, the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in the Announcement or
these Terms and Conditions to be legal, tax, business or other advice.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Save where specifically and expressly agreed in writing, neither the Company
nor the Bookrunner make any representation to any Placee regarding an
investment in the Placing Shares.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that First Admission will
become effective in respect of, and that dealings on AIM will commence in, all
of the First Placing Shares, on or around 5 April 2024. It is expected that
Second Admission will become effective in respect of, and dealings on AIM will
commence in, all of the Second Admission Shares, on or around 26 April 2024.
Principal terms of the Placing
1. The Bookrunner is acting as nominated adviser and
broker to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing is by invitation only
and will only be available to persons who may lawfully be, and are, invited by
the Bookrunner to participate. The Bookrunner and any of their respective
affiliates are entitled to participate in the Placing as principal.
3. Each Placee will confirm the maximum number of
Placing Shares it is willing to acquire in a Recorded Commitment. Once they
have made a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner (as agent for the
Company), to subscribe and pay for, at the Issue Price, the number of Placing
Shares allocated to it, up to the agreed maximum.
4. Each Placee's allocation and whether such Placee
participates in the Placing has or will be determined by the Bookrunner in
their discretion following consultation with the Company will be confirmed by
the Bookrunner either orally or in writing via a contract note.
5. Each Placee's commitment will be confirmed in and
evidenced by a Recorded Commitment. These Terms and Conditions will be
deemed incorporated into each contract which is entered into by way of a
Recorded Commitment and will be legally binding on the relevant Placee(s) on
behalf of whom the commitment is made with effect from the end of the Recorded
Commitment and, except with the Bookrunner's prior written consent, will not
be capable of variation or revocation after such time. A contract note
confirming each Placee's allocation of Placing Shares will be sent to them
following the Recorded Commitment and the allocation process. These Terms
and Conditions shall be deemed incorporated into any such contract note.
6. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares allocated
to such Placee (subject always to such Placee's agreed maximum).
7. The Bookrunner reserves the right to scale back the
number of Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Bookrunner also reserves the right not to
accept offers to subscribe for Placing Shares or to accept such offers in part
rather than in whole. The acceptance and, if applicable, scaling back of
offers shall be at the absolute discretion of the Bookrunner.
8. Except as required by law or regulation, no press
release or other announcement will be made by the Bookrunner 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.
9. All obligations 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 "Termination of the Placing".
10. 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.
Registration and settlement
By participating in the Placing, each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is completed
as directed by the Bookrunner in accordance with either the standing CREST or
certificated settlement instructions which they have in place with the
Bookrunner.
Settlement of transactions in the New Ordinary Shares following Admission will
take place within the CREST system, subject to certain exceptions.
Settlement through CREST will be on a delivery versus payment basis ("DVP")
unless otherwise notified by the Bookrunner and is expected to occur on the
Admission Date.
In the event of any difficulties or delays in the admission of any Placing
Shares to CREST or the use of CREST in relation to the Placing, the Company
and the Bookrunner may agree that the Placing Shares (or any of them) should
be issued in certificated form. The Bookrunner reserves the right to require
settlement for any of the Placing Shares, and to deliver any of the Placing
Shares to any Placees, by such other means as it deems necessary if delivery
or settlement to any Placee 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 or
before the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of 3
percentage points above prevailing base rate of Barclays Bank plc as
determined by the Bookrunner.
Each Placee is deemed to agree that if it does not comply with these
obligations, the Bookrunner may sell, charge by way of security (to any funder
of the Bookrunner) or otherwise deal with any or all of their Placing Shares
on their behalf and retain from the proceeds, for the Bookrunner's own account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due and any costs and expenses properly incurred by the
Bookrunner as a result of the Placee's failure to comply with its obligations.
The relevant Placee will, however, remain liable for any shortfall below the
Issue Price and for any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon the sale of its Placing Shares
on its behalf. Legal and/or beneficial title in and to any Placing Shares
shall not pass to the relevant Placee until such time as it has fully complied
with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant contract note 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 United Kingdom
stamp duty or stamp duty reserve tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
Subject to the proviso that once Admission has occurred no party to the
Placing Agreement shall be entitled to terminate any part of the Placing
Agreement which relates to Admission and/or the placing, allotment or issue of
the/New Ordinary Shares, the obligations of the Bookrunner under the Placing
Agreement are, and the Placing is, conditional upon, inter alia:
(a) the Resolutions being passed at the General Meeting (in relation to
Second Admission of the Conditional Placing Shares only);
(b) the warranties and undertakings contained in the Placing Agreement
("Warranties") being true, accurate and not misleading when made on the date
of the Placing Agreement and immediately prior to Admission by reference to
the facts and circumstances subsisting at that time;
(c) the Company having fully performed its obligations under the Placing
Agreement to the extent that they fall to be performed prior to Admission;
(d) the obligations of the Bookrunner not having been terminated pursuant
to any provision of the Placing Agreement prior to Admission; and
(e) Admission having become effective at or around the relevant Admission
Date,
all conditions to the obligations of the Bookrunner included in the Placing
Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted, waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and the Bookrunner may agree), or the
Placing Agreement is terminated in accordance with its terms, the Placing (or
such part of it as may then remain to be completed) will lapse and the
Placee's rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
The Bookrunner may, in its absolute discretion and upon such terms as it
thinks fit, waive fulfilment of all or any of the conditions in the Placing
Agreement in whole or in part, or extend the time provided for fulfilment of
one or more conditions, save that certain conditions may not be waived. Any
such extension or waiver will not affect Placees' commitments as set out in
these Terms and Conditions.
The Bookrunner may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither the Bookrunner nor any of their respective affiliates, agents,
advisers, directors, officers or employees nor the Company 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 any of them 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 (or any part thereof) nor for any decision any
of them may make as to the satisfaction of any condition or in respect of the
Placing generally (or any part thereof) and by participating in the Placing
each Placee agrees that any such decision is within the absolute discretion of
the Bookrunner.
Termination of the Placing
If in the Bookrunner's reasonable opinion:
(a) the Company is in breach of any of its obligations under the
Placing Agreement, or is likely to be so in breach, or cannot comply with any
such obligation, or is unlikely to able to do so; or any warranty is or if
repeated at
(b) any time up to Admission (by reference to the facts and
circumstances then existing) would be untrue, inaccurate or misleading; or
(c) there has been an adverse development or other adverse
occurrence relating to any director or any group member (whether or not
occurring or arising before or after the date of the Placing Agreement) of
which the Bookrunner was unaware when entering into the Placing Agreement, (in
any case by itself or together with any other such occurrence) to an extent
which the Bookrunner reasonably regards as material; or
(d) on or after the date of the Placing Agreement there happens,
develops or comes into effect:
i. a general moratorium on commercial banking
activities in London or New York declared by the relevant authorities or a
material disruption in commercial banking or securities settlement or
clearance services in the United Kingdom, any member state of the EEA or the
United States; or
ii. the declaration, outbreak or escalation of war or
other hostilities, or the occurrence of any acts of terrorism, involving the
United Kingdom or the United States or the declaration by or for the
government of the United Kingdom or the United States of a national emergency;
or
iii. any calamity, disaster, natural event or other
occurrence of any kind which (by itself or together with any other such
occurrence) in the Bookrunner's reasonable opinion is likely to materially and
adversely affect or prejudice the market's perception of the Company or the
financial position or trading position or prospects of the Group taken as a
whole; or
iv. a change, or any development likely to involve a
prospective change (in each case whether or not foreseeable at the date of the
Placing Agreement) in or affecting the condition (financial or other),
business prospects, earnings, business affairs or results of the Group,
whether or not arising in the ordinary course of business which, in any such
case, in the Bookrunner's reasonable opinion is materially adverse; or
v. any crisis of international or national effect or
any change in any currency exchange rates or controls or in any financial,
political, economic or market conditions (including disruption to trading on
any stock exchange, multilateral trading facility or over-the-counter market)
or in market sentiment or any other calamity or crisis which, in any such
case, in the Bookrunner's reasonable opinion is materially adverse; or the
suspension or limitation of trading generally on the London Stock Exchange,
the American Stock Exchange, the New York Stock Exchange, the NASDAQ National
Market or any other market operated within the United Kingdom that is a
"prescribed market" for the purpose of section 118 of FSMA or the fixing of
any minimum or maximum prices or price ranges for any such trading; or
vi. a change or development involving a prospective
change in taxation affecting any Group Member, the Placing or the holding or
ownership or transfer of any Ordinary Shares which, in any such case, in the
Bookrunner's reasonable opinion is materially adverse; or
vii. the imposing of exchange controls by the United
Kingdom, any member state of the EEA, the United States or China,
the Bookrunner may terminate its obligations under the Placing Agreement with
immediate effect by notice in writing delivered to the Company or (if such
delivery is not practicable in the circumstances) by a verbal communication to
any Director (such communication to be confirmed in writing by the Bookrunner
as soon as reasonably practicable afterwards), such delivery or communication
to be made before Admission.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in these Terms and Conditions shall cease and terminate at such time and no
claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Bookrunner that the exercise by the Company or the Bookrunner of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Bookrunner or
for agreement between the Company and the Bookrunner (as the case may be) and
that neither the Company nor the Bookrunner need make any reference to such
Placee and that none of the Company, the Bookrunner nor any of their
respective affiliates, agents, advisers, directors, officers or employees
shall have any liability to such Placee (or to any other person whether acting
on behalf of a Placee or otherwise) whatsoever in connection with any such
exercise.
By agreeing with the Bookrunner (as agent of the Company) to subscribe for
Placing Shares under the Placing, a Placee (and any person acting on a
Placee's behalf) will irrevocably acknowledge and confirm and warrant and
undertake to, and agree with, each of the Company and the Bookrunner, in each
case as a fundamental term of such Placee's application for Placing Shares and
of the Company's obligation to allot and/or issue any Placing Shares to it or
at its direction, that its rights and obligations in respect of the Placing
(or any part of it) will terminate only in the circumstances described above
and under the "Conditions of the Placing" section above and will not be
capable of rescission or termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and
agrees (for itself and for any such prospective Placee) that (save where the
Bookrunner (or the Company with the express approval of the Bookrunner)
specifically and expressly agrees in writing to the contrary):
1. it has read and understood the Announcement and
these Terms and Conditions in their entirety and its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and it has not relied on,
and will not rely on, any information given or any representations, warranties
or statements made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than the
information contained in the Announcement and the Publicly Available
Information;
2. it has not received a prospectus or other offering
document in connection with the Placing and acknowledges that no prospectus or
other offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the
Placing
and, in particular, that the Subscription and Retail Offer referred to in the
Announcement and the Circular relating thereto are separate from the Placing
and do not form part of any offer or agreement concerning the Placing and/or
any Placing Shares;
3. the Ordinary Shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014, as retained and applicable in the UK
pursuant to s3 of the European Union (Withdrawal) Act 2018 (the "MAR")), 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 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;
4. it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial position
and other aspects of the Company in accepting a participation in the Placing
and neither the Bookrunner nor the Company nor any of their respective
affiliates, agents, advisers, directors, officers or employees nor 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 the Announcement and these Terms and Conditions
or the Publicly Available Information; nor has it requested either of the
Bookrunner, the Company, any of their respective affiliates, agents, advisers,
directors, employees or officers or any person acting on behalf of any of them
to provide it with any such information;
5. neither the Bookrunner nor any person acting on
behalf of them nor any of their respective affiliates, agents, directors,
officers or employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the Company, provided
that nothing in these Terms and Conditions excludes the liability of any
person for any fraudulent misrepresentation made by that person;
6. (a) the only information on which it is
entitled to rely on and on which it has relied in committing to acquire 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;
(b) neither the Bookrunner nor any of their respective
affiliates, agents, directors, officers or employees have 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, the Circular or the Publicly Available
Information;
(c) it has conducted its own investigation of the
Company, the Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing; and
(d) it has not relied on any investigation that the
Bookrunner or any person acting on their behalf may have conducted with
respect to the Company, the Placing or the Placing Shares;
7. the contents of this Announcement, the Circular and
the other Publicly Available Information as well as any information made
available (in written or oral form) in presentations or as part of roadshow
discussions with investors relating to the Company (the "Information") has
been prepared by and is exclusively the responsibility of the Company and
neither the Bookrunner nor any persons acting on their behalf is responsible
for or has or shall have any liability for any such Information, or for any
representation, warranty or statement relating to the Company contained
therein nor will they be liable for any Placee's decision to participate in
the Placing based on any Information or any representation, warranty or
statement contained therein or otherwise;
8. it has the funds available to pay for the Placing
Shares which it has agreed to acquire and acknowledges and agrees that it will
pay the total subscription amount in accordance with the Announcement and
these Terms and Conditions by the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other Placees or sold at
such price as the Bookrunner determines;
9. the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States, or any
state or other jurisdiction of the United States, the Republic of Ireland,
Australia, New Zealand, Canada, Republic of South Africa, Japan or any member
state of the EEA and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, the Republic of Ireland, Australia, New Zealand,
Canada, the Republic of South Africa, Japan, any member of the EEA or in any
country or jurisdiction where any such action for that purpose is required;
10. it and/or each person on whose behalf it is
participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter
into and perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in these Terms and Conditions) under those laws or otherwise
and complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;
11. it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, Australia,
Canada, the Republic of South Africa, the Republic of Ireland, New Zealand,
Japan or any member state of the EEA, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or otherwise qualified
under the securities legislation of Australia, Canada, the Republic of South
Africa, the Republic of Ireland, New Zealand, Japan or any member state of the
EEA and may not be offered, sold, or acquired, directly or indirectly, within
those jurisdictions;,
12. it and the beneficial owner of the Placing Shares is,
and at the time the Placing Shares are acquired will be, outside the United
States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;
13. it understands that the Placing Shares have not been,
and will not be, registered under the Securities Act and may not be offered,
sold or resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
14. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
15. it understands that:
(a) the Placing Shares are "restricted securities" within
the meaning of Rule 144(a)(3) under the Securities Act and will be subject to
restrictions on resale and transfer subject to certain exceptions under US
law; and
(b) 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);
16. 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,
and in each case in accordance with all applicable securities laws of the
states of the United States and all other applicable jurisdictions;
17. 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;
18. 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 will, to
the extent they are delivered in certificated form, bear a legend to the
following effect unless agreed otherwise with the Company and the Bookrunner:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
19. 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);
20. if located in the United States, it understands that
there may be certain consequences under United States and other tax laws
resulting from an investment in the Placing and it has made such investigation
and has consulted its own independent advisers or otherwise has satisfied
itself concerning, without limitation, the effects of United States federal,
state and local income tax laws and foreign tax laws generally;
21. it will not distribute, forward, transfer or otherwise
transmit this Announcement or these Terms and Conditions and/or the Circular
or any part of them, or any other presentational or other materials concerning
the Placing in or into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
22. none of the Bookrunner, their respective affiliates
and/or any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of the Bookrunner and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
23. it will make payment to the Bookrunner for the Placing
Shares allocated to it in accordance with these Terms and Conditions on or by
the specified time (being the Admission Date), failing which the relevant
Placing Shares may be placed with others on such terms as the Bookrunner
determines in its absolute discretion without liability to the Placee and it
will remain liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or penalties
due pursuant to the terms set out or referred to in these Terms and
Conditions) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
24. its Recorded Commitment to acquire Placing Shares will
represent a maximum number of Placing Shares which it may be required to
subscribe for, and that following the allocation process the Bookrunner may
call upon it to subscribe for a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
25. no action has been or will be taken by any of the
Company, the Bookrunner or any person acting on behalf of the Company or the
Bookrunner that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
26. the person who it specifies for registration as holder
of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be.
27. neither the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe the above requirement. Each Placee and
any person acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and the Bookrunner
in respect of the same on the basis that the Placing Shares will be allotted
to a CREST stock account of the Bookrunner or transferred to a CREST stock
account of the Bookrunner who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
28. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;
29. if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) falls within Article 19(5)
and/or 49(2) of the Order and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to it for
the purposes of its business only;
30. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or any member state in the
EEA except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not
resulted, and which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA or an offer to the
public in any member state of the EEA within the meaning of the EU Prospectus
Regulation;
31. it has only communicated or caused to be communicated
and it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that neither the
Announcement, these Terms and Conditions nor the Circular has been or will be
approved by the Bookrunner in their capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
32. it has complied, and it will comply with all applicable
laws in any jurisdiction with respect to anything done by it or on its behalf
in relation to the Placing Shares (including all relevant provisions of the
FSMA in respect of anything done in, from or otherwise involving the United
Kingdom);
33. if it is a financial intermediary, as that term is
used in the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to persons in the
United Kingdom other than Qualified Investors or in circumstances in which
the express prior written consent of the Bookrunner has been given to the
offer or resale;
34. if in the United Kingdom, it is a Qualified Investor
within the meaning of the UK Prospectus Regulation and a person (i) having
professional experience in matters relating to investments and who falls
within the definition of 'investment professionals' in Article 19(5) of the
Order; or (ii) who is a high net worth entity falling within Article 49(2)(a)
to (d) of the Order; or (iii) to whom this document may otherwise lawfully be
communicated;
35. if it is a financial intermediary, as that term is used
in the EU Prospectus Regulation (including any relevant implementing measure
in any member state), the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in any member state
of the EEA other than Qualified Investors, or in circumstances in which the
express prior written consent of the Bookrunner has been given to the offer or
resale;
36. if in a member state of the EEA, it is a "Qualified
Investor" within the meaning of the EU Prospectus Regulation;
37. it has neither received nor relied on any confidential
price sensitive information about the Company not included in this document in
accepting this invitation to participate in the Placing;
38. if it has received any inside information (for the
purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company;
(b) encouraged, recommended or induced another person to
deal in the securities of the Company; or
(c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
39. subject to paragraph (40), none of the monies being
invested in the Placing by it is State Aid. For the purposes of these Terms
and Conditions:
"State Aid" means any aid, investment, grant or loan which was received by the
recipient pursuant to a measure approved by the European Commission as
compatible with Article 107 of the Treaty on the Functioning of the European
Union in accordance with the principles laid down in the European Commission's
Guidelines on State aid to promote risk finance investments (as those
guidelines may be amended or replaced from time to time); and
40. if it cannot give the warranty in paragraph (39), it is
a condition of its participation in the Placing that it provides written
confirmation to the Bookrunner as to the amount of money being invested in the
Placing by it which will be State Aid;
41. neither the Bookrunner nor any of its advisers,
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in this document or for any information
previously published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed information
or any representation, warranty or undertaking relating to the Company, and
will not be liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in this document
or elsewhere, provided that nothing in this paragraph shall exclude any
liability of any person for fraud;
42. neither the Bookrunner, the Company nor any of their
respective affiliates, agents, advisers, directors, officers or employees nor
any person acting on behalf of the Bookrunner or their respective affiliates,
agents, advisers, directors, officers or employees nor any person acting on
behalf of any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing nor providing advice in relation to the Placing nor in
respect of any representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor the
exercise or performance of any of the Bookrunner's rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
43. the Bookrunner may, in accordance with applicable legal
and regulatory provisions, engage in transactions in relation to the Placing
Shares and/or related instruments for their own account and, except as
required by applicable law or regulation, the Bookrunner will not make any
public disclosure in relation to such transactions;
44. the Bookrunner and their respective affiliates, acting
as an investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain, purchase,
offer to sell or otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references in these
Terms and Conditions and/or the Announcement to the Placing Shares being
offered, subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by, the
Bookrunner and/or any of their respective affiliates acting as an investor for
its or their own account(s). Neither the Bookrunner nor the Company intend
to disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
45. it:
(a) has complied, and will comply, with its obligations
in connection with money laundering and terrorist financing under the Proceeds
of Crime Act 2002, 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;
(b) is not a person:
(i) with whom transactions are prohibited under the US
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;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(all such statutes, rules and regulations referred to in this
paragraph 45 together, the "Regulations") and if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which it may request from
it in connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Bookrunner on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be acquired by it or
at its direction pursuant to the Placing being reduced to such number, or to
nil, as the Bookrunner may decide at its sole discretion;
46. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to the Bookrunner or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Bookrunner's absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity the Bookrunner (for itself
and as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either the Bookrunner and/or the
Company may, at its absolute discretion, terminate its commitment in respect
of the Placing, in which event the monies payable on acceptance of allotment
will, if already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
47. its commitment to acquire Placing Shares on the Terms
and Conditions will continue notwithstanding any amendment that may in future
be made to the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained with
respect to the Company's or the Bookrunner's conduct of the Placing;
48. neither of the Bookrunner nor any of their respective
affiliates, agents, advisers, directors, officers or employees makes any
representation in respect of or shall have any responsibility for the tax
treatment that any Placee may receive or expect in relation to their
investment in Placing Shares;
49. it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
50. it irrevocably appoints any duly authorised officer of
the Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares which it agrees
to acquire upon these Terms and Conditions;
51. the Company, the
Bookrunner and others (including each of their respective affiliates, agents,
advisers, directors, officers and employees) will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements, which are given to the Bookrunner on their own behalf and on
behalf of the Company and are irrevocable;
52. it is acting as
principal only in respect of the Placing or, if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts, it is duly
authorised to do so and it has full power and authority to make, and does
make, the foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
53. neither it nor, as the case may be, its clients expect
the Bookrunner to have any duties or responsibilities to such persons similar
or comparable to the duties of "best execution" and "suitability" imposed by
the FCA's Conduct of Business Source Book, and that the Bookrunner is not
acting for it or its clients, and that the Bookrunner will not be responsible
for providing the protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described herein;
54. 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 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;
56. as far as it is aware, it is not acting in concert
(within the meaning given in the Takeover Code) with any other person in
relation to the Company and it is not a related party of the Company for the
purposes of the AIM Rules;
57. it is responsible for obtaining any legal, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or the Bookrunner to provide any legal, tax
or other advice to it;
58. neither of the Bookrunner nor any of their respective
affiliates, agents, advisers, directors, officers or employees makes any
representation in respect of or shall have any responsibility for the tax
treatment that any Placee may receive or expect in relation to their
investment in Placing Shares;
59. 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;
60. it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this document;
61. it accepts and acknowledges that:
(i) if the Placing does not proceed and/or the
conditions to the Bookrunner's obligations in respect of the Placing under the
Placing Agreement are not satisfied and/or the Placing Agreement is terminated
prior to Admission for any reason whatsoever and/or the Placing Shares are not
admitted to trading on AIM for any reason whatsoever, none of the Company, the
Bookrunner nor any of their respective affiliates, nor persons controlling,
controlled by or under common control with any of them nor any of their
respective employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any other
person;
(ii) the Bookrunner is entitled to exercise any of its
rights under the Placing Agreement or any other right in its absolute
discretion, including the right to terminate the Placing Agreement without any
liability whatsoever to it (or any person on whose behalf it is acting) and
the Bookrunner shall not have any obligation to consult or notify Placees in
relation to any right or discretion given to it or which it is entitled to
exercise; and
(iii) if such right is exercised by the Bookrunner, the
Placing (and the arrangements associated with it) will lapse and any monies
received in respect of the Placing will be returned to Placees without
interest;
62. it acknowledges that no person is authorised in
connection with the Placing to give any information or make any representation
other than as contained in this document and, if given or made, any
information or representation must not be relied upon as having been
authorised by the Bookrunner or the Company;
63. time is of the essence as regards its obligations under
these Terms and Conditions;
64. any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Bookrunner;
65. the Placing Shares will be issued subject to these
Terms and Conditions; and
66. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire Placing Shares pursuant to the
Placing will be governed by and construed in accordance with English law and
it submits to the exclusive jurisdiction of the English courts in relation to
any claim, dispute (contractual or otherwise) or matter arising out of or in
connection with such contract except that enforcement proceedings in respect
of the obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or the Bookrunner in
any jurisdiction in which the relevant Placee is incorporated or in which any
of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and
each of their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in these
Terms and Conditions or incurred by either of the Bookrunner, the Company or
any of their respective affiliates, agents, directors, officers or employees
arising from the non-performance of the Placee's obligations as set out in
these Terms and Conditions, and further agrees that the provisions of these
Terms and Conditions shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being
acquired 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 related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Bookrunner shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify the
Bookrunner accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the United Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Bookrunner in the
event that any of the Company and/or the Bookrunner have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to the Bookrunner for itself and on
behalf of the Company and are irrevocable.
The Bookrunner is authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for the Company and no one else in connection with
the Placing, and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to their clients
or for providing advice in relation to the Placing or any other matters
referred to in these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Bookrunner does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
The provisions of these Terms and Conditions may be varied, waived or modified
as regards specific Placees or on a general basis by the Bookrunner provided
always that such variation, waiver or modification is not materially
prejudicial to the interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these Terms and Conditions are to each of such Placees and such
joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules: as a
consequence this money will not be segregated from the Bookrunner's money in
accordance with the client money rules and will be held by it under a banking
relationship and not as trustee.
The Company reserves the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company or its
agents to have been executed, effected or dispatched from the United States,
Australia, New Zealand, Canada, the Republic of Ireland, the Republic of South
Africa, Japan or any member state of the EEA or in a manner that may involve a
breach of the laws or regulations of any jurisdiction or if the Company or its
agents believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of Placing Shares in the United States, Australia, New Zealand,
Canada, the Republic of Ireland, the Republic of South Africa, Japan, any
member state of the EEA or any other jurisdiction outside the United Kingdom
in which it would be unlawful to deliver such share certificates.
The rights and remedies of the Company and the Bookrunner under these Terms
and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
The Placee agrees to be bound by the articles of association of the Company
(as amended from time to time) once the Placing Shares, which the Placee has
agreed to acquire pursuant to the Placing, have been acquired by the Placee
In these Terms and Conditions any words following the
terms "including", "include", "in particular", "for example" or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those
terms.
References to time in the Terms and Conditions are to London time, unless
otherwise stated. All times and dates in these Terms and Conditions may be
subject to amendment. Placees will be notified of any changes.
No statement in this Announcement, these Terms and Conditions or the Circular
is intended to be a profit forecast or estimate, and no statement in this
Announcement, these Terms and Conditions or the Circular 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.
The price of shares 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 shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
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,
these Terms and Conditions and/or this Announcement.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context requires otherwise:
"Additional Subscription Shares" the additional new Ordinary Shares that the Company may issue at the Issue
Price, to raise up to approximately £2.88 million
"Admission" either First Admission or Second Admission, as the case may be
"Admission Date" the date of either First Admission or Second Admission, as the case may be
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the rules for AIM companies and their nominated advisers issued by the London
Stock Exchange
"Bookbuild" or the online platform through which the Retail Offer is being conducted
"Bookbuild Platform"
"Cavendish" Cavendish Capital Markets Limited, registered in England and Wales under
number 06198898 whose registered office is at One Bartholomew Close, London
EC1A 7BL (together with its affiliates), and for the purpose of trade
settlement in the Placing means Cavendish Securities plc, registered in
England and Wales under number 05210733 whose registered office is at One
Bartholomew Close, London EC1A 7BL
"Closing Price" the closing middle market quotation of an Existing Ordinary Share as derived
from the Daily Official List of the London Stock Exchange on 4 April 2024
"Company" Xeros Technology Group plc (company number: 08684474)
"Conditional Placing" the proposed placing of the Conditional Placing Shares at the Issue Price on
behalf of the Company subject, inter alia, to the passing of the Resolutions
at the General Meeting
"Conditional Placing Shares" 352,401,708 of the Placing Shares to be issued pursuant to the Placing and
admitted to trading on AIM at Second Admission
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Manual" the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS
Operations Manual, Daily Timetable, CREST Application Procedure and CREST
Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated
by Euroclear on 15 July 1996, as amended)
"CREST Member" a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"CREST Sponsor" a CREST participant admitted to CREST as a sponsor
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored member
"Current Articles" the articles of association of the Company dated 25 November 2020
"Directors" or "Board" the board of directors of the Company
"Enlarged Share Capital" the issued share capital of the Company immediately following Second Admission
comprising the Existing Ordinary Shares and the New Ordinary Shares
"Estimated Expenses" the estimated expenses incurred in connection with the Fundraise, being
approximately £0.5 million
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 209,896,852 Ordinary Shares in issue at the date of this announcement, all
of which are admitted to trading on AIM and being the entire issued ordinary
share capital of the Company
"FCA" the UK's Financial Conduct Authority
"Firm Placing" the placing of the Firm Placing Shares at the Issue Price on behalf of the
Company
"Firm Placing Shares" 15,098,290 of the Placing Shares to be issued pursuant to the Placing and
admitted to trading on AIM at First Admission
"First Admission" the admission of the Firm Placing Shares to trading on AIM and such admission
becoming effective in accordance with the AIM Rules
"Form of Proxy" the form of proxy for use in connection with the General Meeting accompanying
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" or "Fundraise" together the Placing, Subscription and Retail Offer
"General Meeting" the general meeting of the Company convened for 11:00 a.m. on 25 April 2024 to
approve the Resolutions, or any adjournment thereof
"Gross Proceeds" the proceeds from the issue of the New Ordinary Shares, assuming full take up
of the Retail Offer, prior to the deduction of the Estimated Expenses, being
up to approximately £5.5 million
"Group" the Company and its subsidiaries Xeros Limited, Xeros Inc., and Xeros
Environmental Protection Technology (Shanghai) Co., Ltd.
"HMRC" His Majesty's Revenue & Customs
"HMRC EIS Advance Assurance" assurance issued by HMRC that it believes it will be able to authorise the
Company to issue compliance certificates under section 204(1) of the Income
Tax Act 2007
"ISIN" International Securities Identification Number
"Issue Price" 1.5 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" the Money Laundering Regulations 2007, the money laundering provisions of the
Criminal Justice Act 1993, Part VIII of FSMA (together with the provisions of
the Money Laundering Sourcebook of the FCA and the manual of guidance produced
by the Joint Money Laundering Steering Group in relation to financial sector
firms), the Terrorism Act 2000, the Anti Terrorism Crime and Security Act
2001, the Proceeds of Crime Act 2002 and the Terrorism Act 2006
"Net Proceeds" the proceeds from the issue of the New Ordinary Shares, after the deduction of
Estimated Expenses, being up to £5.0 million
"New Ordinary Shares" together the Placing Shares, Subscription Shares and Retail Offer Shares
"Notice of General Meeting" the notice of the General Meeting
"OEM" an original equipment manufacturer
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Overseas Shareholders" shareholders with registered addresses outside the United Kingdom or who are
citizens or residents of countries outside the United Kingdom
"Participating Directors" Neil Austin, Alex Tristram and Klaas De Boer who are intending to participate
in the Fundraising for in aggregate approximately £62,500 at the Issue Price.
"Placing" the proposed placing by Cavendish, as agents to the Company, of the Placing
Shares at the Issue Price on a non-pre-emptive basis, on the terms and
conditions set out in the Placing Agreement
"Placing Agreement" the agreement between the Company and Cavendish dated 4 April 2024 in
connection with the Placing and Retail Offer
"Placing Shares" 300,000,000 New Ordinary Shares to be allotted and issued to new and existing
institutional investors by the Company pursuant to the Placing (comprising the
Firm Placing Shares and the Conditional Placing Shares)
"Prospectus Regulation" EU Regulation 2017/1129 (which forms part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018) on the requirements for a prospectus to
be published when securities are offered to the public or admitted to trading
"Prospectus Rules" the prospectus rules published by the FCA pursuant to section 73A of FSMA
"Registrar" Neville Registrars Limited
"Resolutions" the resolutions to be proposed at the General Meeting
"Restricted Jurisdiction" each and any of the US, Canada, Japan, the Republic of South Africa,
Australia, New Zealand, the Republic of Ireland, any member state of the EEA
and any other jurisdiction where the extension or the availability of the
Retail Offer would breach any applicable law
"Retail Investors" eligible investors in the Retail Offer
"Retail Offer" the offer of new Ordinary Shares to be subscribed for by Retail Investors via
the Bookbuild Platform at the Issue Price and admitted to trading at Second
Admission, subject to and conditional upon the Resolutions being passed at the
General Meeting
"Retail Offer Shares" 66,666,666 New Ordinary Shares to be issued pursuant to the Retail Offer
subject to, inter alia, the passing of the Resolutions at the General Meeting
"RIS" a Regulatory Information Service as defined by the AIM Rules
"Second Admission" the admission of the Second Admission Shares to trading on AIM and such
admission becoming effective in accordance with the AIM Rules
"Second Admission Shares" together the Conditional Placing Shares, the Subscription Shares and the
Retail Offer Shares
"Securities Act" the US Securities Act of 1933
"SEDOL" Stock Exchange Daily Official List
"Shareholders" holders of Ordinary Shares
"Subscribers" certain of the Directors who have agreed to participate in the Subscription on
the terms of the Subscription Letters
"Subscription" the subscriptions to be made at the Issue Price by, or on behalf of, the
Subscribers on the terms of the Subscription Letters
"Subscription Letters" the subscription letters entered in to between the Company and each of the
Subscribers pursuant to which they will agree to subscribe for certain of the
Subscription Shares
"Subscription Shares" 833,332 new Ordinary Shares to be allotted and issued to the Subscribers
pursuant to the Subscription
"UK" United Kingdom
"US" or "United States" United States of America, its territories and possessions, any State of the
United States, and the District of Columbia
"USE" an unmatched stock event
"VCT" a company which is, for the time being, approved as a venture capital trust as
defined by section 259 of the Income Tax Act 2007
"VCT Relief" the income tax relief available to investors of a VCT
All references in this announcement to "£", "pence", "p" or "pounds sterling"
are to the lawful currency of the UK, all references to "US$" or "$" are to
the lawful currency of the United States
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