REG - YouGov PLC - Proposed Placing of New Ordinary Shares
06/07/2023 17:30
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RNS Number : 2537F YouGov PLC 06 July 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES. PLEASE SEE THE IMPORTANT NOTICE SECTION OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
YOUGOV PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF YOUGOV PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("UK MAR"), AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018.
LEI: 213800MZGBGCJIPOBB41
06 July 2023
YouGov plc
("YouGov" or "the Group" or "the Company")
Proposed Placing of New Ordinary Shares
YouGov, the international research and data analytics group, today announces
its intention to issue 5,567,256 new ordinary shares of 0.2 pence each in the
Company (the "Placing Shares") through a non-pre-emptive placing to
institutional investors (the "Placing"). The Placing Shares represent 4.9% of
the Company's existing issued share capital, which is within the Company's
existing shareholder authorisations of 5% authorised at the Company's annual
general meeting held on 8 December 2022.
The Placing will be conducted through an accelerated bookbuild which will be
launched immediately following this Announcement and will be made available
only to new and existing eligible institutional investors. The Placing is
subject to the terms and conditions set out in Appendix I to this
Announcement. Morgan Stanley & Co. International plc ("Morgan Stanley")
and Numis Securities Limited ("Numis") are acting as joint bookrunners in
respect of the Placing, (together, the "Bookrunners").
Use of Proceeds
YouGov has separately announced today that it has agreed to acquire the
Consumer Panel Business of GfK SE in an all-cash transaction on a cash-free
debt-free basis (the "Acquisition"). YouGov has agreed to acquire the Consumer
Panel Business for a total value of approximately €315 million (subject to
customary adjustments). The net proceeds of the Placing will be used to partly
fund the consideration for the Acquisition with the remainder financed by a
fully committed bridge debt facility and cash on balance sheet.
The Consumer Panel Business is an established leader in household purchase
data, with panels across 16 countries, consisting of over 100,000 households.
The Consumer Panel Business extends the Group's offering into the FMCG sector,
with its high intensity users of market research, and provides an opportunity
to significantly enhance the Group's offering to US clients. The Consumer
Panel Business will strengthen YouGov's customer value proposition and add
highly engaged panellists in Europe, complementary capabilities, and
longstanding relationships with blue chip clients, helping to accelerate the
Group's strategic vision discussed at the YouGov Capital Markets Day on 17 May
2023.
The Placing is not conditional on completion of the Acquisition and should the
Acquisition not complete, the Group will retain the net proceeds of the
Placing. In such circumstances, the proceeds would be used to pursue the
Group's broader strategy through ongoing investment in both organic and
inorganic opportunities.
A separate announcement (the "Acquisition of GfK's Consumer Panel Business
Announcement") has been issued in relation to the Acquisition. This
Announcement should be read in conjunction with the Acquisition of GfK's
Consumer Panel Business Announcement.
Details of the Placing
Morgan Stanley and Numis are acting as joint bookrunners in respect of the
Placing.
The Placing is subject to the terms and conditions set out in Appendix I of
this Announcement.
The Bookrunners will commence the bookbuilding process in respect of the
Placing (the "Bookbuilding Process") immediately following the release of this
Announcement in respect of the Placing. Members of the public are not entitled
to participate in the Placing. The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined following the close of the
Bookbuilding Process by agreement between the Company and the Bookrunners. The
Placing is underwritten by the Bookrunners and is intended to raise
approximately £55 million.
The book will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations are at the absolute
discretion of the Bookrunners and the Company. Details of the Placing Price
will be announced as soon as reasonably practicable after the close of the
Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing ordinary shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
An application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM ("Admission").
Settlement for, and Admission of, the Placing Shares is expected to take place
at 8.00 a.m. on 11 July 2023 (or such later time and/or date as may be agreed
between the Company and the Bookrunners). The Placing is conditional upon,
among other things, Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Company and the Bookrunners
(the "Placing Agreement") becoming unconditional and not being terminated in
accordance with its terms. The Appendices to this Announcement set out further
information relating to the terms and conditions of the Placing.
YouGov acknowledges that it is seeking to issue Placing Shares not exceeding
4.9 per cent of its existing issued ordinary share capital on a
non-pre-emptive basis. The Company has consulted with its major institutional
shareholders ahead of release of this Announcement, which has confirmed the
Board's view that the Placing is in the best interests of shareholders.
This Announcement should be read in its entirety. In particular, you should
read and understand the Information provided in the "Important Notices"
section of this Announcement. The appendices to this Announcement set out
further information relating to the terms and conditions and additional key
information of the Placing. Unless otherwise stated, capitalised terms in this
Announcement have the meanings ascribed to them in the appendices (which forms
part of this Announcement).
Investors who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement and the Acquisition of GfK's Consumer Panel
Business Announcement in their entirety (including the appendices) and to be
making such offer on the terms and subject to the conditions herein, and to be
providing the representations, warranties, agreements, acknowledgements and
undertakings contained in the appendices to this Announcement.
Investor & Analyst presentation and Q&A
Stephan Shakespeare (CEO), Alex McIntosh (CFO) and Sundip Chahal (COO) will
host an investor and analyst presentation today at 5.30 p.m. BST.
The person responsible for arranging release of this Announcement on behalf of
YouGov is Alex McIntosh, CFO.
Enquiries:
YouGov plc 020 7012 6000
Stephan Shakespeare / Alex McIntosh / Hannah Jethwani
Morgan Stanley (Joint Bookrunner) 020 7425 8000
Laurence Hopkins / Andrew Foster / Emma Whitehouse / Conrad Griffin
Numis Securities Limited (Joint Bookrunner and Nomad) 020 7260 1000
Nick Westlake / Jamie Loughborough / William Baunton / Iqra Amin
FTI Consulting 020 3727 1000
Charles Palmer / Emma Hall
About YouGov
YouGov is an international online research data and analytics technology
group.
Our mission is to offer unparalleled insight into what the world thinks.
Our innovative solutions help the world's most recognised brands, media owners
and agencies to plan, activate and track their marketing activities better.
With operations in the UK, the Americas, Europe, the Middle East, India and
Asia Pacific, we have one of the world's largest research networks.
At the core of our platform is an ever-growing source of consumer data that
has been amassed over our twenty years of operation. We call it Living Data.
All of our products and services draw upon this detailed understanding of our
24+ million registered panel members to deliver accurate, actionable consumer
insights.
As innovators and pioneers of online market research, we have a strong
reputation as a trusted source of accurate data and insights. Testament to
this, YouGov data is regularly referenced by the global press, and we are the
second most quoted market research source in the world.
YouGov. Living Consumer Intelligence.
Important Notices
No action has been taken by the Company, Morgan Stanley & Co.
International Plc ("Morgan Stanley"), Numis Securities Limited ("Numis" and
together with Morgan Stanley, the "Banks") or any of their respective
Affiliates or any person acting on its or their behalf that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
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 this Announcement comes are required by the Company and the Banks
to inform themselves about, and to observe, such restrictions.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the UK version
of Regulation (EU) 2017/1129, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does 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, Canada, Australia, the
Republic of South Africa, Japan 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.
This Announcement is for information purposes only and is 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 a member state of the European Economic Area
(the "EEA") (each a "Relevant State"), qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); or
(b) if in the United Kingdom, qualified investors within the meaning of
article 2(e) of the UK Prospectus Regulation who are also: (i) persons who
fall within the definition of "investment professional" in article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to
(d) of the Order, or (c) persons to whom it may otherwise be lawfully
communicated (all such persons referred to in (i), (ii) and (iii) above
together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is
available in Relevant States only to Qualified Investors and in the United
Kingdom only to Relevant Persons, and will be engaged in only with Qualified
Investors in Relevant States and Relevant Persons in the United Kingdom. This
Announcement must not be acted on or relied on by persons in a Relevant State
who are not Qualified Investors, or persons in the United Kingdom who are not
Relevant Persons.
The securities referred to herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold, directly or indirectly, in or
into the United States absent 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 compliance with the
securities laws of any state or any other jurisdiction of the United States.
The Placing Shares are being offered and sold by the Company (a) outside the
United States in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act ("Regulation S"), or (b) in the United
States only to persons reasonably believed to be "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in
transactions not involving any "public offering" within the meaning of Section
4(a)(2) of the Securities Act pursuant to a transaction exempt from, or in a
transaction not subject to, the registration requirements of the Securities
Act. A potential Placee and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be, (i)
outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S; or
(ii) (a) a QIB and (b) subscribing for the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act. No public offering of securities is
being made in the United States.
A prospectus has not been and will not be filed with any securities regulator
in Canada in connection with the sale of the Placing Shares and the Placing
Shares may not be offered or sold within Canada except pursuant to an
exemption from, or in a transaction not subject to, the prospectus
requirements of Canadian securities laws. 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, the Republic of South Africa or Japan. 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, the Republic of South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each Placee by making an
oral or written and legally binding offer to subscribe for Placing Shares will
be deemed (i) to have read and understood this Announcement (including the
appendices) in its entirety, (ii) to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained in Appendix 1
to this Announcement and (iii) to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "anticipates",
"estimates", "projects", "will", "may", "would", "could" or "should", or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of the Company's operations; and (iii) the
Potential Acquisition completing and/or the future performance of the Group
resulting from the Potential Acquisition. Such forward-looking statements
involve risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results, performance or achievements to differ materially from those
projected or implied in any forward-looking statements. The important factors
that could cause the Company's actual results, performance or achievements to
differ materially from those in the forward-looking statements include, among
others, economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate fluctuations,
inflation and/or a significant increase in interest rates, competition in the
Company's principal markets, acquisitions or disposals of businesses or assets
and trends in the Company's principal industries. Due to such uncertainties
and risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. In light
of these risks, uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its Directors, the Banks and their
respective Affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the AIM Rules for Companies, UK MAR the DTRs or the rules of the London Stock
Exchange.
Numis is authorised and regulated in the United Kingdom by the FCA. Morgan
Stanley is authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the FCA and limited regulation by the PRA in the
United Kingdom. Each of the Banks is acting exclusively for the Company and no
one else in connection with the Placing, the content of this Announcement and
other matters described in this Announcement. Each of the Banks will not
regard any other person as their respective clients in relation to the
Placing, the content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to their
respective clients or for providing advice to any other person in relation to
the Placing, the content of this Announcement or any other matters referred to
in this Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks, any of their respective Affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. 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. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
In connection with the Placing, each of the Banks, their Affiliates and any
person acting on its or their behalf may take up a portion of the shares of
the Company in the Placing in a principal position and in that capacity may
retain, purchase or sell for its own account such shares and other securities
of the Company or related investments and may offer or sell such shares,
securities or other investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering or placement
of such shares in the Company to the Banks, any of their Affiliates or any
person acting on its or their behalf as, acting in such capacity. In addition,
the Banks, any of their Affiliates or any person acting on its or their behalf
may enter into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which either of the Banks,
any of their Affiliates or any person acting on its or their behalf may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Banks, any of their Affiliates nor
any person acting on its or their behalf intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Each of the Banks and their Affiliates may have engaged in transactions with,
and provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their business to
the Company and/or its Affiliates for which it would have received customary
fees and commissions. Each of the Banks and their Affiliates may provide such
services to the Company and/or its Affiliates in the future.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK 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 UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, each of the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes 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.
APPENDIX I: TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS 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 A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") (EACH A "RELEVANT STATE"), QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR
(B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION WHO ARE ALSO (I) PERSONS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE IN RELEVANT STATES ONLY TO QUALIFIED INVESTORS AND, IN THE UNITED
KINGDOM, ONLY TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH QUALIFIED
INVESTORS IN RELEVANT STATES AND RELEVANT PERSONS IN THE UNITED KINGDOM. THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN RELEVANT STATES
WHO ARE NOT QUALIFIED INVESTORS BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT
RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
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
SECURITIES LAWS OF, 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, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE 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 IS BEING MADE
(A) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND
PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED
STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL
BUYERS" IN TRANSACTIONS NOT INVOLVING ANY "PUBLIC OFFERING" WITHIN THE MEANING
OF SECTION 4(A)(2) OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS
BEING MADE IN THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY (AS DEFINED
BELOW) OR ELSEWHERE.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States or any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or solicitation is
unlawful.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or the Republic of South Africa or in any
jurisdiction in which such publication or distribution is unlawful (each a
"Restricted Territory"). The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the Banks, any of
their respective Affiliates or any person acting on its or their behalf which
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about, and to
observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities commission
or any other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in the United States or in any other Restricted
Territory or to, or for the account or benefit of, a citizen or resident, or a
corporation, partnership or other entity created or organised in or under the
laws of any other Restricted Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks, any of their Affiliates or any person acting on its or
their behalf as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
Each of the Banks is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
Neither the Company, the Banks, any of their Affiliates nor any person acting
on its or their behalf makes any representation or warranty, express or
implied to any Placees regarding any investment in the securities referred to
in this Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business, financial and
related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular each such Placee represents, warrants and acknowledges that:
1. if it is in the United Kingdom, it is a Relevant Person and, if it is
in a Relevant State, it is a Qualified Investor, and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. it is and, at the time the Placing Shares are subscribed for, will be,
(i) outside the United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with Regulation S or (ii) (a) a
QIB that has executed and delivered, or will execute and deliver, a US
Investor Letter and (b) subscribing for the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act; acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any State or other jurisdiction of the United States;
3. 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, agreements and acknowledgements,
contained in these terms and conditions on behalf of each such account; and
4. if it is a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation and the UK Prospectus Regulation, that it
understands the resale and transfer restrictions set out in this Appendix and
that any Placing Shares subscribed for by it in the Placing will not be
subscribed for on a non-discretionary basis on behalf of, nor will they be
subscribed for with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to Qualified
Investors or in the United Kingdom to Relevant Persons, or in circumstances in
which the prior consent of the Banks has been given to each such proposed
offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix 2.
Bookbuild
Following this Announcement, the Banks will commence the Bookbuild to
determine demand for participation in the Placing. No commissions will be paid
to Placees or by Placees in respect of any Placing Shares. The book will open
with immediate effect. Members of the public are not entitled to participate
in the Placing. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint bookrunners and placing agents in connection
with the Placing. The Banks have today entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the terms and
conditions set out therein, each of the Banks as agent for and on behalf of
the Company, has severally (and not jointly or jointly and severally) agreed
to use its respective reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price, and in the event of any default by any Placee in
paying the Placing Price in respect of any Placing Shares allotted to it, to
subscribe for such Placing Shares themselves at the Placing Price in the
agreed proportions as set out in the Placing Agreement. In addition, to the
extent that Placees are not procured for all the Placing Shares, each of the
Banks has severally (and not jointly or jointly and severally) agreed to
subscribe for the Placing Shares at a certain price in the agreed proportions
as set out in the Placing Agreement.
The price per Ordinary Share at which the Placing Shares are to be placed (the
"Placing Price") will be decided at the close of the Bookbuild following the
execution of an agreement between the Company and the Banks recording the
final details of the Placing (the "Terms of Placing"). The timing of the
closing of the book and allocations are at the discretion of the Company and
the Banks. Details of the Placing Price will be announced as soon as
practicable after the close of the Bookbuild.
The total number of shares to be issued pursuant to the Placing shall not
exceed 5,567,256 Ordinary Shares, representing approximately 4.9% of the
Company's existing issued Ordinary Share capital.
The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank, pari passu, in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Ordinary Shares
after the date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.
Application for admission to trading
The Company will apply to the London Stock Exchange for admission of the
Placing Shares to trading on AIM ("Admission"). It is expected that Admission
will become effective at 8.00 a.m. on 11 July 2023 (or such later date as may
be agreed between the Company and the Banks) and that dealings in the Placing
Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint bookrunners on the Placing as agents of
the Company, in each case severally, and not jointly nor jointly and
severally. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by either of the Banks. Each
of the Banks, any of their respective Affiliates or any person acting on its
or their behalf are entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing Price payable
to the Banks by all Placees whose bids are successful. The Placing Price and
the aggregate proceeds to be raised through the Placing will be agreed between
the Banks and the Company following completion of the Bookbuild. The Placing
Price and the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of the Banks.
Each bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Bids may be scaled down
by the Banks and the Company on the basis referred to in paragraph 6 below.
Each of the Banks reserve the right not to accept bids or to accept bids in
part rather than in whole.
4. The timing of the closing of the Bookbuild is at the absolute
discretion of the Bookrunners and the Company. The Banks may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's allocation will be agreed between the Banks and the
Company and will be confirmed to Placees orally or in writing by the relevant
Bank, acting as agent of the Company, following the close of the Bookbuild,
and an electronic contract note/trade confirmation will be dispatched as soon
as possible thereafter. Subject to paragraph 8 below, the relevant Bank's oral
or written confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become a Placee)
in favour of such Bank and the Company, under which such Placee agrees to
subscribe for the number of Placing Shares allocated to it and to pay the
Placing Price for each such Placing Share on the terms and conditions set out
in this Appendix and in accordance with the Company's articles of association
and each Placee will be deemed to have read and understood this Announcement
(including the appendices) in its entirety.
6. Subject to paragraphs 2 and 3 above, the Banks will, in effecting the
Placing, agree with the Company the identity of the Placees and the basis of
allocation of the Placing Shares and may scale down any bids for this purpose
on such basis as it may determine. The Banks may also, notwithstanding
paragraphs 3 and 4 above and subject to the prior consent of the Company,
(i) allocate Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (ii) allocate Placing Shares after
the Bookbuild has closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the Banks, subject
to agreement with the Company. The Company reserves the right (upon agreement
with the Banks) to reduce or seek to increase the amount to be raised pursuant
to the Placing (subject to the maximum number of new Ordinary Shares being no
more than 5,567,256 new Ordinary Shares). If within a reasonable time after a
request for verification of identity, the Banks have not received such
satisfactory evidence, the Banks may at their absolute discretion, terminate
the Placee's Placing participation in which event all funds delivered by the
Placee to the Banks will be returned without interest to the account of the
drawee bank or CREST account from which they were originally debited.
7. The Placing Shares are being offered and sold by the Company (a)
outside the United States in offshore transactions as defined in, and pursuant
to, Regulation S under the Securities Act, and (b) in the United States only
to persons reasonably believed to be QIBs in transactions not involving any
"public offering" within the meaning of Section 4(a)(2) of the Securities Act,
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. A potential Placee and the
prospective beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be, either (i) outside the United
States and subscribing for the Placing Shares in an "offshore transaction" as
defined in, and pursuant to, Regulation S under the Securities Act; or (ii)
(a) a QIB that has executed and delivered, or will execute and deliver, a US
Investor Letter, and (b) subscribing for the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any State or other jurisdiction of the United States. With respect to (ii)
above, it is subscribing for the Placing Shares for its own account or for one
or more accounts as to each of which it exercises sole investment discretion
and each of which is a QIB, for investment purposes only and not with a view
to any distribution or for resale in connection with the distribution thereof,
in whole or in part, in the United States, and it has full power to make the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings in this Announcement on behalf of each such account.
8. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Bank's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank, to pay it (or as it may direct)
in cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares that such Placee has been allocated to it and it has
agreed to subscribe for. Each Placee's obligations will be owed to the
relevant Bank. The Company shall, conditional on Admission, allot such Placing
Shares to each Placee following each Placee's payment to the relevant Bank of
such amount.
9. Except as required by law or regulation, no press release or other
announcement will be made by either of the Banks 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.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver 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 Agreement".
12. By participating in the Bookbuild, 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 after confirmation (oral or otherwise) by a Bank.
13. To the fullest extent permissible by law, neither the Company nor the
Banks, nor any of their respective Affiliates nor any person acting on its or
their behalf shall have any responsibility or liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise). In
particular, neither the Banks, the Company nor any of their respective
Affiliates nor any person acting on its or their behalf shall have any
responsibility or liability (including to the fullest extent permissible by
law, any fiduciary duties) in respect of the conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Banks and the Company
may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including (but not limited to):
1. the release by the Company of the Acquisition Announcement and Placing
Results Announcement;
2. the Company having allotted the Placing Shares to the Placees (or to
the Banks), subject only to Admission, and the Placing Agreement not having
been terminated prior to Admission;
3. the delivery to the Banks of customary documentation in connection with
the Placing;
4. none of the warranties on the part of the Company in the Placing
Agreement being untrue, inaccurate or misleading (i) as at the date of the
Placing Agreement; (ii) as at the time the Terms of Placing is executed; and
(iii) immediately prior to Admission, in each case by reference to the facts
and circumstances then subsisting;
5. each of the Acquisition Agreement and the New Facility having been
entered into by the parties thereto and having, and continuing to have, full
force and effect and not having been terminated, varied, modified,
supplemented and not lapsing prior to Admission;
6. the Company having complied with and not being in breach, at any time
prior to Admission, of any of its obligations under the Placing Agreement
which fall to be performed or satisfied prior to Admission in any respect
which is (in the good faith opinion of either Bank) material in the context of
the Placing or Admission;
7. there not having occurred, in the good faith opinion of either of the
Banks, a material adverse change in relation to the Company, the Group or the
Target at any time prior to Admission; and
8. Admission of the Placing Shares occurring at 8:00 a.m. (London time) on
11 July 2023, or such later time and/or date (being not later than 3:00 p.m.
on 14 July 2023) as the Company and the Banks may agree in writing.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Banks by the relevant time or date specified (or such later time or date as
the Company and the Banks may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.
The Banks may, at their discretion and upon such terms as they think fit,
extend the time for the satisfaction of any condition or waive compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement (other than those
conditions described in points 1 to 3 (inclusive) and 8 above, which may not
be waived). Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
Neither of the Banks nor their respective Affiliates nor any person acting on
its or their behalf shall have any liability or responsibility to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the Placing nor
for any decision it may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the Placing, each
Placee agrees that any such decision is within the absolute discretion of the
Banks.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations in the Placing terminate only in the circumstances described above
and under "Termination of the Placing Agreement" below, and will not be
capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, but not limited to, if: (i) there has been a breach by the Company
of any of the warranties or any failure by the Company to perform any of its
obligations contained in the Placing Agreement; (ii) there has been a material
adverse change in relation to the Company, the Group or the Target; (iii) the
application for Admission is withdrawn or refused by the London Stock
Exchange; or (iv) upon the occurrence of certain force majeure events.
If circumstances arise that would allow the Banks to terminate the Placing
Agreement, they may nevertheless determine to allow Admission to proceed.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under
"Conditions of the Placing" above and will not be capable of rescission or
termination by it after oral or written confirmation by the Banks following
the close of the Bookbuild.
By participating in the Placing, Placees agree that the exercise or
non-exercise by each Bank of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
respective Banks or for agreement between the Company and the Banks (as the
case may be) and that neither the Company nor the Banks need make any
reference to, or consultation with, Placees and that neither they nor any of
their respective Affiliates nor any person acting on its or their behalf shall
have any liability to Placees whatsoever in connection with any such exercise
or failure to so exercise.
No admission document
No admission document, offering document or prospectus has been or will be
prepared or submitted to be approved by the FCA or the London Stock Exchange
(or any other authority) in relation to the Placing, and Placees' commitments
will be made solely on the basis of publicly available information taken
together with the information contained in this Announcement, and any Exchange
Information (as defined below) previously published by or on behalf of the
Company simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the electronic contract note/trade
confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company is exclusively the responsibility of the
Company and confirms to the Banks and the Company that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information), the Banks, any of their respective Affiliates or any person
acting on their respective behalf and no such person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, 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.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date of the Placing
Agreement and 180 calendar days after (but including) the date of Admission,
it will not, without the prior written consent of the Banks, directly or
indirectly issue or allot Ordinary Shares, subject to customary exceptions and
waiver by the Banks.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of the Banks and that they
need not make any reference to, or consultation with, Placees and that they
shall not have any liability whatsoever to Placees in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B1VQ6H25)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and the Company
reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic contract note/trade
confirmation in accordance with the standing arrangements in place with the
relevant Bank stating the number of Placing Shares to be allocated to it at
the Placing Price, the aggregate amount owed by such Placee to the relevant
Bank and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated settlement
instructions that it has in place with the relevant Bank. It is expected that
such electronic contract note/trade confirmation will be despatched on or
around 7 July 2023 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bank. In the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Banks may agree that the Placing Shares will be issued in
certificated form.
The Company will deliver the Placing Shares to a CREST account operated by
Morgan Stanley as agent for the Company and Morgan Stanley will enter its
delivery (DEL) instruction into the CREST system. Morgan Stanley will hold any
Placing Shares delivered to this account as nominee for the Placees. The input
to CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 11 July 2023 on a T+2 basis in
accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks may sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for the Company's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) imposed in any jurisdiction
which may arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on the Banks
all such authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Banks lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note/trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject to as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances
in which any other stamp duty or stamp duty reserve tax or other similar taxes
(and/or any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the Placing Shares
(or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Banks nor the Company shall be responsible for
the payment of such amounts.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any such prospective Placee) with the
Banks (in their capacity as joint bookrunners and as placing agents of the
Company in respect of the Placing and as underwriters of the Placing Shares)
and the Company, in each case as a fundamental term of its application for
Placing Shares, the following:
1. it has read and understood this Announcement, in its entirety and that
its participation in the Bookbuild and the Placing and its subscription for
and purchase 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
undertakes not to redistribute or duplicate this Announcement and that 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 Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. that no admission document, offering document, prospectus or offering
memorandum has been or will be prepared in connection with the Placing or is
required under the AIM Rules, EU Prospectus Regulation or UK Prospectus
Regulation and it has not received and will not receive an admission document,
prospectus, offering memorandum or other offering document in connection with
the Bookbuild, the Placing, the Company, Admission or the Placing Shares or
otherwise;
3. that 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 UK MAR, the AIM Rules and the rules and
practices of the London Stock Exchange (collectively, the "Exchange
Information"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and that it has
reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information;
4. that neither of the Banks, the Company, nor any of their respective
Affiliates nor any person acting on its or their behalf has provided, and none
of them will provide it with, any material or information regarding the
Placing Shares, the Bookbuild, the Placing or the Company or any other person
other than this Announcement, such information being all that it deems
necessary to make any investment decision in respect of the Placing Shares,
nor has it requested either of the Banks, the Company, any of their respective
Affiliates or any person acting on its or their behalf to provide it with any
such material or information;
5. unless otherwise specifically agreed with the Banks, that it is not,
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to subscribe for the Placing Shares; and further acknowledges
that the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an admission document, offering
document, prospectus or offering memorandum be cleared or approved in respect
of any of the Placing Shares under the securities legislation of the United
States, United Kingdom or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is required;
6. that the content of this Announcement is exclusively the responsibility
of the Company and that neither of the Banks nor their respective Affiliates
nor any person acting on its or their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise;
7. that the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, that it
received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by the Banks or
the Company and neither the Banks nor the Company, nor any of their respective
Affiliates nor any person acting on its or their behalf will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its own
investigation, examination and due diligence of the business, financial or
other position of the Company in deciding to participate in the Placing and
that neither of the Banks, their respective Affiliates and any person acting
on its or their behalf have made any representations to it, express or
implied, with respect to the Company, the Bookbuild, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in respect
thereof;
8. that it has not relied on any information relating to the Company
contained in any research reports prepared by either of the Banks, any of
their respective Affiliates or any person acting on its or their behalf and
understands that (i) neither of the Banks, nor their respective Affiliates nor
any person acting on its or their behalf has or shall have any liability for
public information or any representation; (ii) neither of the Banks, nor their
respective Affiliates nor any person acting on its or their behalf has or
shall have any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of publication, the
date of this document or otherwise; and that (iii) neither of the Banks, nor
their respective Affiliates nor person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
9. that 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 liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
10. it acknowledges that no action has been or will be taken by the Company,
the Banks, their respective Affiliates or any person acting on its or their
behalf 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;
11. that it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action which will or
may result in the Banks, the Company, any of their respective Affiliates or
any person acting on its or their behalf acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;
12. that it (and any person acting on its behalf) has all necessary capacity
and has obtained all necessary consents and authorities to enable it to commit
to its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
13. that it has complied with its obligations under the Criminal Justice Act
1993, UK MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof (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;
14. that it is acting as principal only in respect of the Placing or, if it
is acting for any other person: (i) it is duly authorised to do so and has
full power to make, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
15. if it is in the United Kingdom, it is a Relevant Person, and if it is in
a Relevant State, it is a Qualified Investor and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
16. it understands that any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with such persons, and further understands that this Announcement must
not be acted on or relied on by persons who are not Relevant Persons;
17. that it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentational or other
materials concerning the Placing in or into 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;
18. where it is subscribing for the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is authorised in
writing by each managed account to subscribe for the Placing Shares for each
managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
19. that if it is a pension fund or investment company, it represents,
warrants and undertakes that its subscription of Placing Shares is in full
compliance with applicable laws and regulations;
20. if it is acting as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and the UK Prospectus Regulation,
that the Placing Shares subscribed for by it in the Placing will not be
subscribed for on a non-discretionary basis on behalf of, nor will they be
subscribed for with a view to their offer or resale to, persons in a member
state of the EEA or in the United Kingdom, or in circumstances in which the
prior consent of the Banks has been given to the proposed offer or resale;
21. that it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to Relevant Persons 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 FSMA;
22. that any offer of Placing Shares may only be directed at persons in
Relevant States who are Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in Relevant States prior to Admission except to
Qualified Investors or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any Relevant State
within the meaning of EU the Prospectus Regulation;
23. that any offer of Placing Shares may only be directed at persons in the
United Kingdom who are Relevant Persons and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission except to
Relevant Persons or otherwise in circumstances which have not resulted in and
which will not result in an offer to the public in the United Kingdom within
the meaning of the UK Prospectus Regulation and that it has only communicated
or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person and agrees that this Announcement
has not been approved by either of the Banks in their respective capacity as
an authorised person under section 21 of FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as
financial promotion by an authorised person;
24. that it has complied and will comply with all applicable laws (including
all relevant provisions of the FSMA in the UK) with respect to anything done
by it in relation to the Placing Shares;
25. if it has received any inside information (as defined under UK MAR)
about the Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another person to deal
in the securities of the Company; or (iii) disclosed such information to any
person except as permitted by MAR and UK MAR, prior to the information being
made publicly available;
26. that (i) it (and any person acting on its behalf) has the funds
available to pay for, and has capacity and authority and is otherwise entitled
to purchase the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid any issue, transfer or other taxes due in
connection with its participation in any territory; (iii) it has not taken any
action which will or may result in the Company, the Banks, any of their
respective Affiliates or any person acting on its or their behalf being in
breach of the legal and/or regulatory requirements and/or any anti-money
laundering requirements of any territory in connection with the Placing; and
(iv) that the subscription for and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the
Company, or otherwise;
27. that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with the terms and conditions of
this Announcement on the due time and date set out herein against delivery of
such Placing Shares to it, failing which the relevant Placing Shares may be
placed with other Placees or sold as the Banks may in their absolute
discretion determine and without liability to such Placee. It will, however,
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 or other similar taxes (together with any
interest, fines or penalties) due pursuant to the terms set out or referred to
in this Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
28. that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
subscribe for, and that the Banks or the Company 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;
29. that neither of the Banks, nor any of their respective Affiliates nor
any person acting on its or their behalf, is making any recommendations to it,
or advising it regarding the suitability or merits 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 either Bank
and that the Banks do not have any duties or responsibilities to it for
providing the protections afforded to its respective clients or customers 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 either of the Banks'
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
30. that the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither the Banks nor the Company nor any of their respective Affiliates nor
any person acting on its or their behalf will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar duties or taxes
(together with any interest, fines or penalties) resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify each of the Banks, the Company, any of their
respective Affiliates and any person acting on its or their behalf in respect
of the same on an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of Morgan Stanley who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the Placee's stock
account on a delivery versus payment basis;
31. that these Terms and Conditions and any agreements entered into by it
pursuant to these Terms and Conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it agrees (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
be subject to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Banks or the Company 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;
32. that each of the Banks, the Company, their respective Affiliates and any
person acting on its or their behalf will rely upon the truth and accuracy of
the representations, warranties, agreements, undertakings and acknowledgements
contained in this Announcement and which are given to each of the Banks on
their own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises each of the Banks and the Company to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters contained in this Announcement;
33. that it will indemnify on an after-tax basis and hold each of the Banks,
the Company, their respective Affiliates and any person acting on its or their
behalf harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
34. it acknowledges that it irrevocably appoints any director or authorised
signatories of the Banks as its agent for the purposes 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 agreed to be taken up by it under the Placing;
35. that it acknowledges that its commitment to subscribe for Placing Shares
on the terms set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the terms 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
Banks' conduct of the Placing;
36. that in making any decision to subscribe for the Placing Shares (i) it
has sufficient knowledge, sophistication and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of participating in, and is able to sustain a complete loss in connection
with, the Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk, (vi) it accepts and
acknowledges that the Potential Acquisition is subject to ongoing due
diligence and that there can be no certainty that it will complete and,
therefore, any statement relating to the future performance of the Group
resulting from the Potential Acquisition may not occur and the proceeds of the
Capital Raise may not be required to fund the Potential Acquisition and (vi)
it will not look to the Banks, any of their respective Affiliates nor any
person acting on its or their behalf for all or part of any such loss or
losses it or they may suffer;
37. it acknowledges and agrees that neither the Banks nor the Company nor
their respective Affiliates nor any person acting on its or their behalf, owe
any fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;
38. understands and agrees that it may not rely on any investigation that
either of the Banks, their respective Affiliates or any person acting on its
or their behalf may or may not have conducted with respect to the Company and
its Affiliates or the Placing and each of the Banks have not made any
representation or warranty to it, express or implied, with respect to the
merits of the Placing, the subscription for or purchase of the Placing Shares,
or as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing herein
shall be construed as any investment or other recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, either of the
Banks or their respective Affiliates or any person acting on its or their
behalf for the purposes of this Placing;
39. it acknowledges and agrees that it will not hold either of the Banks or
any of their respective Affiliates or any person acting on its or their behalf
responsible or liable for any misstatements in or omission from any publicly
available information relating to the Group or information made available
(whether in written or oral form) relating to the Group and that no such
person makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such information;
40. that in connection with the Placing, each of the Banks, their respective
Affiliates and any person acting on its or their behalf may take up a portion
of the Placing Shares as a principal position and in that capacity may retain,
purchase or sell for its own account such shares in the Company and any other
securities of the Company or related investments and may offer or sell such
shares, securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to Placing Shares being
issued, offered or placed should be read as including any issue, offering or
placement of such shares in the Company to the Banks, their respective
Affiliates or any person acting on its or their behalf, in each case, acting
in such capacity. In addition, either of the Banks, their Affiliates and any
person acting on its or their behalf may enter into financing arrangements
(including swaps, warrants or contracts for difference) with investors in
connection with which such person(s) may from time to time subscribe for, hold
or dispose of such securities of the Company, including the Placing Shares.
Neither of the Banks nor their respective Affiliates nor any person acting on
its or their behalf intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so;
41. that a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the Placing will complete and securities will be
fully distributed by the Banks. Each of the Banks reserves the right to take
up a portion of the securities in the Placing as a principal position at any
stage at its sole discretion and will, inter alia, take account of the
Company's objectives, UK MiFIR and MiFID II requirements and/or its allocation
policies;
42. it acknowledges that 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 prepared 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, nor approved or disapproved by the
United States Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. The Placing Shares have not
been registered or otherwise qualified for offer and sale nor will a
prospectus be cleared or approved in respect of the Placing Shares under the
securities laws of Australia, Canada, South Africa or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within the United States, Australia,
Canada, South Africa or Japan or in any country or jurisdiction where any
action for that purpose is required;
43. it understands and acknowledges that the Placing Shares are being
offered and sold by the Company (a) outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S; and (b) in the
United States only to persons reasonably believed to be QIBs in transactions
not involving any "public offering" within the meaning of Section 4(a)(2) of
the Securities Act pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be, either: (i) outside the United
States and subscribing for the Placing Shares in an "offshore transaction" as
defined in, and pursuant to, Regulation S; or (ii) (a) a QIB that has executed
and delivered, or will execute or deliver, and agrees to be bound to the terms
of, the US Investor Letter, and (b) subscribing for the Placing Shares
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act, acknowledging that the
Placing Shares have not been, and will not be, registered under the Securities
Act or with any State or other jurisdiction of the United States. With respect
to (ii) above, a potential Placee is subscribing for the Placing Shares for
its own account or for one or more accounts as to each of which it exercises
sole investment discretion and each of which is a QIB, for investment purposes
only and not with a view to any distribution or for resale in connection with
the distribution thereof in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of each such
account;
44. that the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, and for so long as the Placing Shares are "restricted
securities", it will not deposit such shares in any unrestricted depositary
facility established or maintained by any depositary bank and it agrees to
notify any transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares of the foregoing restrictions on
transfer;
45. it will not directly or indirectly offer, reoffer, resell, transfer,
assign, pledge or otherwise dispose of any Placing Shares except: (a) outside
the United States in "offshore transactions" defined in, and in accordance
with, Regulation S; (b) in the United States to a person that it and any
person acting on its behalf reasonably believes is a QIB who is purchasing for
its own account or for the account of another person who is a QIB pursuant to
Rule 144A under the Securities Act (it being understood that all offers or
solicitations in connection with such a transfer are limited to QIBs and do
not involve any means of general solicitation or general advertising); (c)
pursuant to Rule 144 under the Securities Act (if available); or (d) pursuant
to an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, and, if the Company shall so
require, subject to delivery to the Company of an opinion of counsel (and such
other evidence as the Company may reasonably require) that such transfer or
sale is in compliance with the Securities Act, in each case in accordance with
any applicable securities laws of any state or other jurisdiction of the
United States; and that that it will notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer; and
46. that no representation has been made as to the availability of the
exemption provided by Rule 144 or any other exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Banks (for their own benefit and, where relevant, the benefit
of their respective Affiliates and any person acting on its or their behalf)
and are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither the Company nor the Banks owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these Terms and
Conditions.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company, the Banks, their respective Affiliates or any person acting on
its or their behalf will be responsible for any UK stamp duty or UK stamp duty
reserve tax (including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Banks, the
Company, their respective Affiliates nor any person acting on its or their
behalf will be liable to bear any stamp duty or stamp duty reserve tax or any
other similar duties or taxes (including, without limitation, other stamp,
issue, securities, transfer, registration, capital, or documentary duties or
taxes or any interest) ("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the subscription
by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
otherwise than under the laws of the United Kingdom. Each Placee to whom (or
on behalf of whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes undertakes to
pay such transfer taxes (including any interest, fines and penalties relating
thereto) forthwith, and agrees to indemnify on an after-tax basis and hold the
Banks and/or the Company (as the case may be) and their respective Affiliates
and any person acting on its or their behalf harmless from any such transfer
taxes, and all interest, fines or penalties in relation to such transfer
taxes. Each Placee should, therefore, take its own advice as to whether any
such transfer tax liability arises.
Miscellaneous
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Banks or any of their respective Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. Each Placee acknowledges and is aware that the Banks are
receiving a fee in connection with their role in respect of the Placing
pursuant to the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with either
of the Banks, any money held in an account with either of the Banks 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 rules and regulations of the
FCA made under the FSMA. The 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 relevant Bank's money
in accordance with the client money rules and will be used by the relevant
Banks in the course of their own business; and the Placee will rank only as a
general creditor of the relevant Bank.
All times and dates in this Announcement may be subject to amendment by the
Banks and the Company (in their absolute discretion). The Banks shall notify
the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company
(including, but not limited to, the Potential Acquisition). Such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied in any
forward-looking statements. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The Company, its
Directors, the Banks and their respective Affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the AIM Rules, UK MAR, the DTRs or the rules of
the London Stock Exchange.
The rights and remedies of the Banks and the Company 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.
Time is of the essence as regards each Placee's obligations under this
Appendix.
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
Banks.
This Appendix and all documents into which this Appendix is incorporated by
reference or otherwise validly forms a part will be governed by and construed
in accordance with English law. All agreements to subscribe for shares
pursuant to the Bookbuild and/or the Placing will be governed by English law
and the English courts shall have exclusive jurisdiction in relation thereto
except that proceedings may be taken by the Company or the Banks 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.
Each Placee may be asked to disclose in writing or orally to the Banks:
1. if he or she is an individual, his or her nationality; or
2. if it is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
APPENDIX 2 - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence"
are to the lawful currency of the UK;
"US$", "$" or "dollars" are to the lawful currency of the United States of
America;
"Acquisition Announcement" means the press announcement published by the
Company on 6 July 2023 containing details of the Potential Acquisition;
"Admission" means admission of the Placing Shares on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
"Affiliate" in respect of the Banks or the Company means any other person
that, directly or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such person and
specifically includes subsidiaries, branches, associated companies and holding
companies and the subsidiaries of such holding companies, branches, associated
companies and subsidiaries; and for these purposes "controlling person" means
any person who controls any other person; "control" (including the terms
"controlling", "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction
of the management, policies or activities of a person whether through the
ownership of securities, by contract or agency or otherwise; and the term
"person" is deemed to include a partnership, and this definition also includes
the respective directors, officers, employees, agents or advisers of all such
persons;
"AIM" a market of the London Stock Exchange;
"AIM Application" means the application to be made to the London Stock
Exchange for Admission in the form specified by the AIM Rules for Companies;
"AIM Rules" means the rules published by the London Stock Exchange governing
admission to AIM and the regulation of companies whose securities are admitted
to trading on AIM (including any guidance notes), as each may be amended from
time to time;
"Announcement" means this announcement and its appendices;
"Banks" means Morgan Stanley and Numis;
"Bookbuild" means the bookbuilding process to be commenced by the Banks to use
reasonable endeavours to procure Placees for the Placing Shares at the Placing
Price, as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing Agreement;
"Company" means YouGov PLC;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made by the FCA
pursuant to Part VI of FSMA;
"Euroclear" means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018;
"FCA" or "Financial Conduct Authority" means the UK Financial Conduct
Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Group" means the Company and its subsidiary undertakings from time to time;
"LSE" or "London Stock Exchange" means London Stock Exchange plc;
"MiFID II Product Governance Requirements" means (a) MiFID II; (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II;
and (c) local implementing measures;
"Morgan Stanley" means Morgan Stanley & Co. International plc;
"Numis" means Numis Securities Limited;
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
"Ordinary Share" means an ordinary share of 0.02 pence each in the capital of
the Company;
"Placee" means a person procured by the Banks to subscribe for Placing Shares;
"Placing" has the meaning given in paragraph 1 of this Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;
"Placing Results Announcement" means the announcement to be published by the
Company confirming the results of the Placing on a Regulatory Information
Service;
"Placing Shares" has the meaning given in paragraph 1 of this Announcement;
"Potential Acquisition" means the proposed acquisition by the Company of the
Target on the terms of the agreement dated 6 July 2023, details of which are
set out in the Acquisition Announcement;
"PRA or Prudential Regulation Authority" means the UK Prudential Regulation
Authority;
"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the
Securities Act;
"Qualified Investor" has the meaning given to it in Appendix 1 to this
Announcement;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means any of the services set out in Appendix
3 of the Listing Rules;
"Relevant Person" has the meaning given to it in Appendix 1 to this
Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1 to this
Announcement;
"Securities Act" means the US Securities Act of 1933, as amended;
"subsidiary" or "subsidiary undertaking" each have the meaning given to such
term in the Companies Act 2006;
"Target" means Gold CP Holding B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), incorporated under the
laws of the Netherlands and registered with the trade register of the chamber
of commerce under registered number 865387096;
"Terms and Conditions" means the terms and conditions of the Placing set out
in Appendix 1 to this Announcement;
"Terms of Placing" has the meaning given to it in Appendix 1 to this
Announcement;
"UK MAR" means the Market Abuse Regulation (EU) 596/2014 as it forms part of
UK domestic law by virtue of the EUWA;
"UK Prospectus Regulation" means Prospectus Regulation (EU) 2017/1129 as it
forms part of UK domestic law by virtue of the EUWA;
"uncertificated" or "in uncertificated form" means in respect of a share or
other security, where that share or other security is recorded on the relevant
register of the share or security concerned as being held in uncertificated
form in CREST and title to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" means the United States of America, its territories
and possessions, any state of the United States of America, the District of
Columbia and all other areas subject to its jurisdiction and any political
sub-division thereof; and
"US Investor Letter" means the investor representation letter in the form
provided by the Banks to QIBs in the United States.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
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