REG - Zinc Media Group PLC - Proposed Acquisition and Fundraise
03/08/2022 07:15
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RNS Number : 6974U Zinc Media Group PLC 03 August 2022
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For immediate release
3 August 2022
ZINC MEDIA GROUP PLC
Proposed Acquisition of The Edge Picture Co Limited,
Proposed Placing and REX Retail Offer
Introduction
Zinc Media Group plc (AIM: ZIN), an award-winning television, brand and audio
production Group ("Zinc" or the "Company", together with its subsidiary
undertakings, the "Group") today announces that it has conditionally agreed to
acquire the entire issued and to be issued share capital of The Edge Picture
Co Limited ("The Edge"), for an initial consideration of £2.1 million (the
"Acquisition").
The consideration comprises initial consideration of £1.56 million in cash
and £0.54 million to be satisfied by the issue of 540,000 new ordinary shares
of 0.125 pence each ("Ordinary Shares") in the capital of Zinc (the "Initial
Consideration Shares") at a price of 100 pence per Initial Consideration Share
to the Sellers on Completion (the "Initial Consideration") and additional
consideration of up to a further £3.875 million (the "Additional
Consideration"), which will be satisfied in part by: (i) cash and (ii) a
combination of cash, the issue of new Ordinary Shares and/or the issue of loan
notes in Zinc (in each case at Zinc's sole discretion) contingent on the
trading performance of The Edge over each of the 12 month periods ending 30
June 2023, 30 June 2024 and 30 June 2025.
In addition, an additional amount of deferred consideration (up to an
approximate amount of £0.73 million) ("Deferred Consideration") may become
payable in cash following The Edge receiving the same amount under an existing
financial arrangement, at all times in accordance with the terms of the
Acquisition Agreement. As structured, and being conditional on The Edge
receiving the same amount first, the Deferred Consideration is not considered
an additional cost to Zinc.
Furthermore, Zinc also announces a proposed Placing of 5,000,000 new
Ordinary Shares (the "Placing Shares") at a price of 100 pence per Placing
Share (the "Issue Price") to raise approximately £5.0 million (before
expenses) (the "Placing").
In addition to the Placing, there will be an offer made by the Company of new
Ordinary Shares on the Peel Hunt Retail Capital Markets ("REX") portal (the
"Retail Shares") at the Issue Price to raise up to £0.25 million (before
expenses) (the "Retail Offer" and, together with the Placing, the "Fundraise")
to provide existing retail shareholders in the United Kingdom with an
opportunity to participate in the Company's fundraising plans. A separate
announcement will be made shortly regarding the Retail Offer and its terms.
For the avoidance of doubt, the Retail Offer is not part of the Placing.
The net proceeds from the Fundraise will be used by the Company principally to
finance the initial cash consideration due in respect of the Acquisition,
together with associated transaction costs, totalling approximately £2.5
million, and to provide additional growth capital for the Enlarged Group.
Capitalised terms used in this announcement (including the appendix (the
"Appendix" and together, this "Announcement")) have the meanings given to them
in the section headed "Definitions" at the end of this Announcement, unless
the context provides otherwise.
Singer Capital Markets Advisory LLP (together with its affiliate entities
("Singer CM") is acting as Zinc's nominated adviser, sole bookrunner and sole
broker in relation to the Placing. Peel Hunt LLP is acting as Zinc's
co-ordinator in relation to the Retail Offer. Trillium Partners Limited
("Trillium") is acting as financial adviser to Zinc in relation to the
Acquisition.
Singer CM will commence a bookbuilding process in respect of the Placing
immediately following the publication of this Announcement (the "Bookbuilding
Process").
Acquisition Highlights
● Founded in 1990, The Edge is one of the largest brand
and corporate film making production companies in the UK 1 (#_ftn1) . It has
won over 700 awards including the 'Worldwide Production Company of the Year
Award' at the New York Festivals for 15 consecutive years
● For the financial year to 31 December 2021, The Edge
generated revenue of £8.2 million, Adjusted EBITDA profit of £0.8 million
and profit before tax of £0.5 million
● As of June 2022, The Edge had £8 million of revenue
booked for 2022
● Total Consideration payable by the Company will be up to
£5.975 million and will comprise:
o Initial Consideration of £2.1 million to be satisfied by £1.56 million
in cash and £0.54 million to be satisfied by the issue of the Initial
Consideration Shares; and
o the maximum Additional Consideration of £3.875 million is payable should
The Edge generate £5.0 million of EBIT (earnings before interest and tax)
over the course of the three year period ending 30 June 2025.
● The Directors believe that the Acquisition:
o will add scale to the existing Group supporting long-term profitability;
o is at a sensible valuation multiple and will be earnings accretive in the
current and future financial years;
o presents organic growth revenue opportunities with attractive operational
leverage;
o provides up-sell and cross-sell opportunities for the Enlarged Group;
o will help drive significant revenue diversification by increasing the
proportion of non-TV revenues within the Enlarged Group;
o will provide the opportunity for synergies as The Edge operates in
complementary production markets; and
o will enhance the operations and management of the Enlarged Group following
the addition of The Edge's experienced management team.
Fundraise Highlights
● Placing to raise approximately £5.0 million (before
expenses) through the issue of 5,000,000 new Ordinary Shares at 100 pence per
new Ordinary Share.
● Retail Offer to raise up to £0.25 million (before
expenses) through the issue of up to 250,000 new Ordinary Shares at 100 pence
per new Ordinary Share.
● The Issue Price represents a discount of approximately
7.0 per cent. to the closing middle market price of 107.50 pence per Ordinary
Share on 2 August 2022, being the latest practicable date prior to the
publication of this Announcement.
● The Placing Shares and Retail Shares, assuming full
take-up, will represent approximately 32.4 per cent. of the existing issued
share capital of Zinc (the "Existing Ordinary Shares").
● All of the directors of Zinc (the "Directors" or the
"Board") intend to participate in the Placing. Further details will be set out
in the announcement summarising the results of the Fundraise.
● The final number of Placing Shares to be placed will be
determined by Singer CM, in consultation with Zinc, at the close of the
Bookbuilding Process and the result will be announced as soon as practicable
thereafter. The timing for the close of the Bookbuilding Process and the
allocation of the Placing Shares will be determined together by Singer CM and
Zinc.
● The Fundraise is conditional upon, among other things,
the resolutions (the "Resolutions") required to implement the Fundraise being
duly passed by Shareholders at the general meeting proposed to be held at the
offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at
11.00 a.m. on 22 August 2022 (the "General Meeting").
● The Placing is subject to the terms and conditions set
out in the appendix (the "Appendix") to this announcement (this
"Announcement"). The Appendix forms part of this Announcement.
● The Fundraise is not being underwritten.
Enquiries:
Zinc Media Group plc +44 (0) 20 7878 2311
Mark Browning (Chief Executive Officer)
Will Sawyer (Chief Financial Officer)
Singer Capital Markets Securities Limited (Broker and Bookrunner) +44 (0) 20 7496 3000
Singer Capital Markets Advisory LLP (Nominated Adviser to Zinc)
Mark Taylor / George Tzimas / Alex Emslie
Trillium Partners Limited (Financial Adviser to Zinc) +44 (0) 20 3008 8375
Stephen Routledge
IFC Advisory Ltd (Financial PR) +44 (0) 20 3934 6630
Graham Herring / Zach Cohen
Overview of The Edge
The Edge is one of the largest brand and corporate film making production
companies in the UK.(( 2 (#_ftn2) )) It has won over 700 awards including the
'Worldwide Production Company of the Year Award' at the New York Festivals for
15 consecutive years. Its client base includes some of the world's biggest
brands and businesses. It produces corporate and brand films along with
e-Learning and training films and some short form animation for approximately
100 clients a year.
The Edge, was incorporated in 1990, operates from offices in London and Doha,
Qatar, currently employing c.60 staff. The Edge's operations in Qatar are
structured as a joint venture. The Edge own 49 per cent. of this entity but
maintain operational and management control and also receive 95 per cent. of
the economic benefit. As a result, it is consolidated as a subsidiary of The
Edge for reporting purposes.
For the financial year to 31 December 2021, The Edge generated revenue of
£8.2 million, Adjusted EBITDA profit of £0.8 million, EBIT of £0.6 million
and profit before tax of £0.5 million. In the same period, The Edge generated
gross profit margins of 58 per cent. and total assets amounted to £3.6
million.
As of June 2022, The Edge had £8 million of revenue booked for 2022.
Details of the Acquisition
The overall maximum consideration payable by Zinc to the Sellers (excluding
the Deferred Consideration which, as mentioned above, is not considered a cost
to Zinc) is approximately £5.975 million, made up of the Initial
Consideration and the Additional Consideration.
Completion is conditional upon the Placing Agreement becoming unconditional in
all respects in accordance with its terms, subject to Admission.
Application will be made to the London Stock Exchange for the Initial
Consideration Shares to be admitted to trading on AIM. It is expected that
admission of the Initial Consideration Shares to trading on AIM will become
effective at the same time as the admission to trading on AIM of the Placing
Shares and Retail Offer Shares, and Completion is expected to occur at 8.00
a.m. on or around 23 August 2022.
Details of the Fundraise
Placing
Zinc is proposing to raise, in aggregate, approximately £5.0 million (before
commissions, fees and expenses) by means of the Placing. The Placing Shares,
in aggregate, will represent approximately 30.9 per cent. of the Existing
Ordinary Shares.
The Appendix sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral, electronic or written offer to
acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) 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 Appendix.
Singer CM will commence the Bookbuilding Process immediately following the
publication of this Announcement.
The timing of the closing of the Bookbuilding Process and allocations are at
the absolute discretion of Singer CM and Zinc. Details of the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuilding Process. The Placing is not being underwritten.
Retail Offer
In addition, REX intends to conduct an offer for subscription for Retail
Shares on behalf of Zinc on the terms to be set out in a separate announcement
to be made later today. The Retail Offer is conditional upon, amongst other
things, Admission becoming effective. The Retail Offer may not be fully
subscribed.
A circular, containing further details of the Fundraise, the Acquisition and
convening the General Meeting in order to pass the Resolutions (the
"Circular"), is expected to be despatched to Shareholders on or around 4
August 2022 and the Circular, once published, will be available on Zinc's
website at www.zincmedia.com.
The Placing Shares and Retail Offer Shares, when issued, will be fully paid
and will rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid after the date of issue. If all of the Placing Shares and Retail
Offer Shares are placed, it would represent an increase of approximately 32.4
per cent. of the Existing Ordinary Shares.
Admission, settlement and CREST
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on the AIM market ("AIM") of London Stock Exchange
plc (the "London Stock Exchange") ("Admission").
It is expected that Admission will take place on or before 8.00 a.m. on 23
August 2022 and that dealings in the New Ordinary Shares on AIM will commence
at the same time.
The Fundraise is conditional upon, among other things, the Resolutions
required to implement the Fundraise being duly passed by the shareholders of
Zinc (the "Shareholders") at the General Meeting proposed to be held at the
offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at
11.00 a.m. on 22 August 2022, upon Admission becoming effective and upon the
placing agreement between Zinc and Singer CM (the "Placing Agreement") not
being terminated in accordance with its terms. Following Admission, assuming
the full take up of the Placing Shares and Retail Offer Shares pursuant to the
Fundraise, and following issue of the Initial Consideration Shares, Zinc will
have 21,990,919 Ordinary Shares in issue.
The Circular containing, amongst other things, the notice of the General
Meeting is expected to be published by Zinc on 4 August 2022.
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 person responsible for releasing this announcement on behalf of Zinc is
Will Sawyer, a director of Zinc.
Expected Timetable for the Fundraise
2022
Announcement of the Acquisition and the Placing 3 August
Announcement of the Retail Offer 3 August
Announcement of the results of the Placing and the Retail Offer 3 August
Publication and posting of the Circular 4 August
Last date and time for receipt of electronic proxy votes or completed Forms of 11.00 a.m. on 18 August
Proxy
General Meeting 11.00 a.m. on 22 August
Announcement of the results of the General Meeting 22 August
Admission and dealings in the New Ordinary Shares expected to commence on AIM 8.00 a.m. on 23 August
Where applicable, expected date for CREST accounts to be credited in respect 23 August
of the New Ordinary Shares in uncertificated form
Where applicable, expected date for despatch of definitive share certificates by no later than 6 September
for New Ordinary Shares in certificated form
Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified to Shareholders by an announcement
through a Regulatory Information Service. All events listed in the above
timetable following the General Meeting are conditional on the passing of the
Resolutions at the General Meeting.
FURTHER INFORMATION
Background to and reasons for the Acquisition
Background to the Group
The Company is an award winning, critically acclaimed television, brand and
audio production business. It has two divisions: Zinc Television and Zinc
Communicate. Zinc Television is an award-winning content producing group
making a range of factual TV programmes for UK and international broadcasters
and OTT platforms, operating under trusted production labels. Zinc Communicate
specialises in the creation of corporate films for businesses, brands,
advertisers and media owners and branded entertainment for consumer brands and
has a small but growing radio and podcasting production offering.
The Group is targeting further revenue growth through both organic means and
complementary acquisitions.
Acquisitions Strategy
Acquisitions provide an opportunity for the Group to expand its position
across existing and adjacent markets in both of its divisions, driving growth
across its business. The Group has, and will continue to consider, acquisition
opportunities in line with its strategy of increasing factual content for
television channels, and through expansion into other TV genres, along with
expansion of content for brands and businesses through branded entertainment
and corporate film, events and audio and podcasting, supporting its strategy
to increase scale and enhance shareholder value.
Organic Growth Strategy
The Group is well placed to grow organically. The Group launched five new
businesses during 2020 and 2021 to propel the Group into new content creation
areas which collectively generated £5 million, or 29 per cent., of Group
revenue in 2021, and Zinc Communicate grew by 87 per cent in 2021 compared to
2020. The Group believes there are growth opportunities in both the UK and
internationally. ( )
Rationale for the Acquisition
The Acquisition is expected to add scale to the existing Group supporting
long-term profitability. The Edge is one of the few major players, within a UK
brand and corporate production market valued in excess of £1 billion per
annum.(( 3 (#_ftn3) )) With revenues of £8.2 million, The Edge is placed
within the top 15 per cent. of UK brand film businesses.(( 4 (#_ftn4) ))
The Board believes the Acquisition is at a sensible valuation multiple and
expects the Acquisition to be earnings accretive in the current and future
financial years.
The addition of The Edge presents organic growth revenue opportunities with
attractive operational leverage providing the Enlarged Group with
opportunities to increase both revenues and operating margins. The Edge will
also provide significant scale as well as expertise and resource to Zinc's
existing small but fast growing corporate and brand film making business.
The long-term client relationships that The Edge has provides a good
foundation for upsell and cross-sell opportunities for the Enlarged Group. For
the financial year ended 31 December 2021, approximately 75 per cent. of The
Edge's business was from repeat customers. The Board considers that
opportunities exist to exploit Zinc's expertise in television and its growing
presence in podcasting production to open additional revenue streams from The
Edge's client relationships.
As a result of the Acquisition, the Board envisages that the addition of The
Edge will help drive significant revenue diversification in the Group by
increasing non-TV revenues as an overall proportion of the Enlarged Group's
revenues. The Directors believe this will be beneficial for the Company, as
brand film revenues generate higher margins than TV and The Edge will also
provide the Enlarged Group with access to the high value e-Learning market and
potential further synergies and cross-selling opportunities.
The Edge operates in complementary production markets to the majority of the
Group's existing businesses. The nature of The Edge's business means that
there will be synergies with Zinc' Communicate in areas such as sales and
business development, production management, marketing, post-production and
central functions.
The Board expects that The Edge's management team will enhance the overall
operations and management of the Enlarged Group.
Current Trading and Prospects
The Company released on 22 April 2022 its final results for the financial year
ended 31 December 2021, in which it reported:
· Revenues for the year to 31 December 2021 ("FY21") of
£17.5 million (18 months ended 31 December 2020: £30.6 million), with H2
2021 revenues increasing by 50 per cent. to £10.5 million (H1 2021: £7.0
million).
· Adjusted EBITDA(( 5 (#_ftn5) )) loss for the year of
£0.6 million (18 months ended 31 December 2020: £0.8 million loss), with H2
2021 Adjusted EBITDA profit of £0.5 million (H1 2021: £1.1 million loss).
· The Group generated Free Cash Flow(( 6 (#_ftn6) )) of
£0.5 million in H2 2021.
· The Group has continued to diversify its revenue base.
Five new businesses have been launched during 2020 and 2021 to propel the
Group into new content creation areas which collectively have generated £5.0
million, or 29 per cent., of Group revenue in the year.
· Zinc Communicate accounted for 17 per cent. of Group
reported revenue in the year, almost double the proportion in FY20.
The Company released a trading update on 26 May 2022 which reported revenue
already booked for 2022 of £17 million, which compares to reported Group
revenues for the whole of 2021 of £17.5 million.
Use of proceeds
The net proceeds of the Fundraise will be used by the Company principally to
finance the initial cash consideration due in respect of the Acquisition,
together with associated transaction costs, totalling approximately £2.5
million, and to provide additional growth capital for the Enlarged Group.
The additional growth capital is to help fund working capital and provide
additional investment capital to grow the Enlarged Group, including:
· Developing The Edge's business resource and capabilities in Qatar
and expanding its e-Learning capabilities;
· Broadening The Edge's production capabilities including animation
resource, post production and filming equipment;
· Enabling faster integration of The Edge within the Enlarged Group
to enable sharing of office and post production capabilities; and
· Accelerating investment into organic growth and acqui-hire
opportunities within the Enlarged Group in complementary markets such as Brand
Entertainment, Podcasting and Factual TV Entertainment.
Acquisition agreement
The Company entered into the Acquisition Agreement pursuant to which the
Company has agreed, conditionally, to purchase the entire issued and to‑be
issued share capital of The Edge from the Sellers. The Initial Consideration
payable is £1.56 million in cash, and the allotment of new Ordinary Shares
having an aggregate value of £0.54 million, which consideration is to be
satisfied on completion of the Acquisition.
The Additional Consideration may be payable also under the Acquisition
Agreement to the Sellers, pursuant to the terms of an agreed earn‑out over
the next three financial years, up to a maximum amount of £3.875 million. The
maximum Additional Consideration that must be paid in cash is £0.30 million
and, at the discretion of the Company, the balance may be satisfied by a
combination of the allotment of new Ordinary Shares, payment in cash and/or
the issue of loan notes in the Company having an aggregate maximum value of
£3.575 million should The Edge generate £5.0 million of EBIT (earnings
before interest and tax) over the course of the three year period ending 30
June 2025. The Additional Consideration is expected to be funded by the
Enlarged Group's cash reserves and future cash flows.
In addition, an additional amount of deferred consideration (up to an
approximate amount of £0.73 million) may become payable in cash to the
Sellers following The Edge receiving the same amount under an existing
financial arrangement, at all times in accordance with the terms of the
Acquisition Agreement. As structured, and being conditional on The Edge
receiving the same amount first, this is not considered an additional cost to
the Company.
Completion of the Acquisition Agreement is expected to occur, subject to
satisfaction of the conditions, on the day immediately following Admission.
The Acquisition is conditional, inter alia, on: (i) the Circular being
despatched to Shareholders of Zinc; (ii) the approval of Shareholders of the
Resolutions and (iii) the Placing Agreement becoming unconditional in
accordance with its terms (save for any condition relating to the Acquisition
Agreement becoming unconditional).
The Acquisition will terminate, inter alia, if: (i) the conditions referred to
in the paragraph above are not satisfied by 31 August 2022 unless otherwise
agreed by the Company and the Sellers, (ii) the Company prior to completion of
the Acquisition becomes aware of a material breach of warranties and
undertakings and (iii) there is a Material Adverse Change (as defined in the
Acquisition Agreement).
The Acquisition Agreement contains certain customary warranties and a tax
covenant given by certain of the Sellers in relation to The Edge and its
business, subject to certain customary limitations.
Directors' intentions
All of the Directors have indicated their intention to participate in the
Placing. Their proposed respective participations would constitute related
party transactions under Rule 13 of the AIM Rules for Companies. Further
details of any participation by the Directors in the Company will be set out
in the announcement to be made summarising the results of the Bookbuilding
Process.
Voting intentions
Those Directors and their immediate families and connected persons (within the
meaning of section 252 of the Companies Act) that hold Existing Ordinary
Shares intend to vote in favour of the Resolutions in respect of their
respective entire holdings of Existing Ordinary Shares representing, in
aggregate, approximately 2.8 per cent. of the Existing Ordinary Shares.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN ZINC MEDIA GROUP PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. 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
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
The distribution of this Announcement and/or the Placing and/or issue or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by Zinc, Singer CM or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") 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 Zinc and Singer CM to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and 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, Australia, Canada, the Republic of South Africa or 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.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) ("FSMA") does not require the
approval of the relevant communication by an authorised person.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix. Members of the public are not eligible to take
part in the Placing and no public offering of Placing Shares is being or will
be made.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Zinc's plans and its current goals and
expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Zinc,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Zinc and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on Zinc's
profitability and ability to access capital and credit, a decline in Zinc's
credit ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition, performance and
results of Zinc may differ materially from the plans, goals and expectations
set forth in any forward-looking statements. Any forward-looking statements
made in this Announcement by or on behalf of Zinc speak only as of the date
they are made. Except as required by applicable law or regulation, Zinc
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in Zinc's expectations with regard thereto or any changes
in events, conditions or circumstances on which any such statement is based.
Singer Capital Markets Securities Limited and Singer Capital Markets Advisory
LLP are each authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and are acting exclusively for Zinc and no one
else in connection with the Bookbuilding Process and the Fundraise, and
neither will be responsible to anyone (including any Placees) other than Zinc
for providing the protections afforded to their clients or for providing
advice in relation to the Bookbuilding Process or the Fundraise or any other
matters referred to in this Announcement.
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 Singer CM or by any of its Representatives 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 therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Zinc for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Zinc.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued 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 Zinc's website nor any website accessible by hyperlinks
on Zinc's website is incorporated in, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Singer CM will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Singer CM will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN ZINC MEDIA GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
The distribution of this Announcement and/or the Placing and/or issue or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by Zinc, Singer CM or any of its Representatives 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 Zinc and
Singer CM to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and 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 (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the Republic
of South Africa or 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.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the FSMA does not
require the approval of the relevant communication by an authorised person.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
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.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Singer CM and Zinc that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of Singer CM has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons; and
3. in the case of a Relevant Person in a member state of the
EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in a Relevant State other than Qualified Investors
or in circumstances in which the prior consent of Singer CM has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons; and
4. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
6. it (and any account referred to in paragraph 5 above) is
outside of the United States acquiring the Placing Shares in offshore
transactions as defined in and in accordance with Regulation S under the
Securities Act; and
7. Zinc and Singer CM will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by the
FCA in relation to the Placing or the Placing Shares and Placees' commitments
will be made solely on the basis of the information contained in this
Announcement and any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of Zinc on or prior to the date of this Announcement
(the "Publicly Available Information") and subject to any further terms set
out in the contract note, electronic trade confirmation or other (oral or
written) confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of Zinc and confirms that it
has neither received nor relied on any information (other than the Publicly
Available Information), representation, warranty or statement made by or on
behalf of Singer CM or Zinc or any other person and none of Singer CM, Zinc
nor any other person acting on such person's behalf nor any of their
respective Representatives has or shall have any responsibility or liability
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of whether or
not such information, representation, warranty or statement was given or made
by or on behalf of any such persons). Each Placee acknowledges and agrees that
it has relied on its own investigation of the business, financial or other
position of Zinc in accepting a participation in the Placing. No Placee should
consider any information in this Announcement to be legal, tax or business
advice. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer CM has today entered into a Placing agreement (the "Placing Agreement")
with Zinc under which, on the terms and subject to the conditions set out in
the Placing Agreement, Singer CM, as agent for and on behalf of Zinc, has
agreed to use its reasonable endeavours to procure Placees for the Placing
Shares. The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of Zinc be credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares in the capital of
Zinc, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Existing Ordinary Shares after the
date of issue of the Placing Shares.
Lock-up
As part of the Placing, Zinc has agreed that it will not for a period of 90
days after (but including) Admission, directly or indirectly, issue, offer,
sell, lend, pledge, contract to sell or issue, grant any option, right or
warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of Zinc
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does not
prevent the grant or exercise of options under any of Zinc's existing share
incentives and share option schemes, or following Admission the issue by Zinc
of any Ordinary Shares upon the exercise of any right or option or the
conversion of a security already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 23
August 2022 (or such later time or date as Singer CM may agree with Zinc,
being no later than 8.00 a.m. on 6 September 2022) and that dealings in the
Placing Shares on AIM will commence at the same time.
The Bookbuilding Process
Singer CM will commence the Bookbuilding Process to determine demand for
participation in the Placing by Placees immediately following the publication
of this Announcement. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
Singer CM and Zinc shall be entitled to effect the Placing by such alternative
method to the Bookbuilding Process as they may, in their sole discretion,
determine.
Principal terms of the Bookbuilding Process and Placing
8. Singer CM is acting as bookrunner to the Placing, as agent
for and on behalf of Zinc.
9. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Singer CM to participate.
Singer CM and any of its affiliates are entitled to enter bids in the
Bookbuilding Process.
10. The price per Placing Share (the "Issue Price") is fixed at
100 pence and is payable to Singer CM (as agent for Zinc) by all Placees whose
bids are successful. The number of Placing Shares will be agreed between
Singer CM and Zinc following completion of the Bookbuilding Process. The
number of Placing Shares will be announced by Zinc (such announcement being
the "Placing Results Announcement") following the close of the Bookbuilding
Process.
11. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales contact at
Singer CM. Each bid should state the number of Placing Shares which a Placee
wishes to subscribe for at the Issue Price. Bids may be scaled down by Singer
CM on the basis referred to in paragraph 9 below. Singer CM is acting as
Bookrunner and arranging the Placing as agent of Zinc.
12. The Bookbuilding Process is expected to close no later than
5.00 p.m. on 3 August 2022 but may be closed earlier or later subject to the
agreement of Singer CM and Zinc. Singer CM may, in agreement with Zinc,
accept bids that are received after the Bookbuilding Process has closed.
Zinc reserves the right (upon the prior agreement of Singer CM) to reduce or
seek to increase the amount to be raised pursuant to the Placing, in its
discretion.
13. Each Placee's allocation will be determined by Singer CM in
its discretion following consultation with Zinc (and in accordance with Singer
CM's allocation policy as has been supplied by Singer CM to Zinc) and will be
confirmed to Placees either orally or by email by Singer CM. Singer CM may
choose to accept bids, either in whole or in part, on the basis of allocations
determined at its absolute discretion, in consultation with Zinc, and may
scale down any bids for this purpose on the basis referred to in paragraph 9
below.
14. Zinc will release the Placing Results Announcement following
the close of the Bookbuilding Process detailing the aggregate number of the
Placing Shares to be issued.
15. Each Placee's allocation and commitment will be evidenced by
a contract note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Singer CM. The terms of this Appendix
will be deemed incorporated in that contract note, electronic trade
confirmation or other (oral or written) confirmation.
16. Subject to paragraphs 4, 5 and 6 above, Singer CM may choose
to accept bids, either in whole or in part, on the basis of allocations
determined at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. Singer CM may also,
notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of
Zinc:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
17. A bid in the Bookbuilding Process 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 Singer CM's consent
will not be capable of variation or revocation after the time at which it is
submitted. Following Singer CM's oral or written confirmation of each
Placee's allocation and commitment to acquire Placing Shares, each Placee will
have an immediate, separate, irrevocable and binding obligation, owed to
Singer CM (as agent for Zinc), to pay to it (or as it may direct) in cleared
funds an amount equal to the product of Issue Price and the number of Placing
Shares such Placee has agreed to acquire and Zinc has agreed to allot and
issue to that Placee.
18. Except as required by law or regulation, no press release or
other announcement will be made by Singer CM or Zinc 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.
19. 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 acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
20. All obligations under the Bookbuilding Process 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".
21. By participating in the Bookbuilding Process, 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.
22. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) Singer CM;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person
connected with Singer CM as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Singer CM);
1. shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Singer CM nor any of its affiliates shall have any
responsibility or liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Singer CM's conduct of the Bookbuilding
Process or the Placing or of such alternative method of effecting the Placing
as Singer CM and Zinc may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Issue Price and the aggregate amount owed by them to Singer CM.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Singer CM in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Singer CM.
Settlement of transactions in the Placing Shares (ISIN: GB00BJVLR251)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 23
August 2022 (the "Settlement Date") in accordance with the contract note,
electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, Zinc and Singer CM may agree
that the Placing Shares should be issued in certificated form. Singer CM
reserves the right to require settlement for the Placing Shares, and to
deliver the Placing Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Singer CM.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Singer CM: NNQAN
Expected trade time & date: 08.00 a.m. on 19 August 2022
Settlement Date: 23 August 2022
ISIN code for the Placing Shares: GB00BJVLR251
Deadline for Placee to input instructions into CREST: 11.00 a.m. on 22 August 2022
Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer CM may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for Singer CM's own
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 Issue Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on its
behalf. By communicating a bid for Placing Shares, such Placee confers on
Singer CM all such authorities and powers necessary to carry out such sale and
agrees to ratify and confirm all actions which Singer CM lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer 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 or agreement to transfer Placing Shares), neither
Singer CM nor Zinc shall be responsible for payment thereof. Placees will not
be entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Singer CM under the Placing Agreement are, and the Placing
is, conditional upon, inter alia:
(d) the Acquisition Agreement having been executed by all the
parties thereto, and not having been terminated or rescinded prior to
Admission;
(e) the Circular having been published by 6.00 p.m. on the
Business Day following the date of the Placing Agreement;
(f) the Resolutions having been passed at the General Meeting
(or at any adjournment thereof);
(g) none of the warranties on the part of Zinc contained in the
Placing Agreement being untrue, inaccurate or misleading on the date on which
the Placing Agreement is signed or Admission, by reference to the facts and
circumstances then subsisting;
(h) Zinc complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before Admission;
and
(i) Admission having become effective at or before 8.00 a.m.
on 23 August 2022 or such later time as Singer CM may agree with Zinc (not
being later than 8.00 a.m. on 6 September 2022),
(all conditions to the obligations of Singer CM included in the Placing
Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Singer CM in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date as Zinc and Singer CM may agree), or
the Placing Agreement is terminated in accordance with its terms, the Placing
will lapse and the Placee's rights and obligations shall cease and terminate
at such time and each Placee agrees that no claim can be made by or on behalf
of the Placee (or any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Singer CM may, in its absolute discretion and upon such conditions as it
reasonably considers appropriate as it thinks fit, waive fulfilment of all or
any of the Conditions in whole or in part, or extend the time provided for
fulfilment of one or more Conditions, save that certain Conditions including
the conditions relating to the Circular and Admission referred to,
respectively, in paragraphs (b) and (f) above may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Appendix.
Singer CM may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Singer CM nor any of its affiliates nor Zinc shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them 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 Singer CM.
Termination of the Placing
Singer CM may, in its absolute discretion, by notice to Zinc, terminate the
Placing Agreement at any time up to Admission if, inter alia:
(j) there has, in the good faith opinion of Singer CM, been a
breach of the warranties given to it;
(k) there has, in the good faith opinion of Singer CM, been a
material adverse change;
(l) the Acquisition Agreement is terminated in accordance with
its terms;
(m) any statement contained in this Announcement, the Circular,
the Placing Results Announcement or any other document or announcement issued
or published by or on behalf of Zinc in connection with the Placing is or has
become or has been discovered to be untrue or inaccurate in any respect or
misleading in any respect; or
(n) in the good faith opinion of Singer CM, there has been a
force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with Zinc and
Singer CM that the exercise by Zinc or Singer CM of any right of termination
or any other right or other discretion under the Placing Agreement shall be
within the absolute discretion of Zinc or Singer CM or for agreement between
Zinc and Singer CM (as the case may be) and that neither Zinc nor Singer CM
need make any reference to such Placee and that none of Zinc, Singer CM nor
any of their respective Representatives shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise. Each Placee
further agrees that they will have no rights against Singer CM, Zinc or any of
their respective directors or employees under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Singer CM of a contract
note, electronic trade confirmation or other (oral or written) confirmation
confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
Zinc and Singer CM (in its capacity as bookrunner and Placing agent of Zinc in
respect of the Placing) that (save where Singer CM expressly agrees in writing
to the contrary):
23. it has read and understood this Announcement in its entirety
and that its subscription for 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 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 Placing, Zinc, the Placing Shares or
otherwise, other than the information contained in this Announcement and the
Publicly Available Information;
24. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and acknowledges that
no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation, the EU
Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the Placing;
25. the Ordinary Shares are admitted to trading on AIM, and that
Zinc is therefore required to publish certain business and financial
information in accordance with the AIM Rules and the Market Abuse Regulation
(EU Regulation No. 596/2014 as it applies in the United Kingdom as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK MAR")), which includes a description of the
nature of Zinc's business and Zinc's most recent balance sheet and profit and
loss account and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded company, without
undue difficulty;
26. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of Zinc in accepting a participation in the Placing and neither Singer CM nor
Zinc nor any of their respective Representatives nor any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or Zinc or any other person other than the
information in this Announcement or the Publicly Available Information; nor
has it requested Singer CM, Zinc, any of their respective Representatives or
any person acting on behalf of any of them to provide it with any such
information;
27. neither Singer CM nor any person acting on behalf of it nor
any of its Representatives has or shall have any liability for any Publicly
Available Information, or any representation relating to Zinc, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
28.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of Zinc,
the Placing Shares and the terms of the Placing based on the information in
this Announcement and the Publicly Available Information;
(b) neither Singer CM, nor Zinc (nor any of their respective
Representatives) have made any representation or warranty to it, express or
implied, with respect to Zinc, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available Information, nor
will it provide any material or information regarding Zinc, the Placing or the
Placing Shares;
(c) it has conducted its own investigation of Zinc, the Placing
(including its terms and conditions) and the Placing Shares, satisfied itself
that the information is still current and relied on that investigation for the
purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Singer CM or any
person acting on its behalf may have conducted with respect to Zinc, the
Placing or the Placing Shares;
29. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of Zinc
and that neither Singer CM nor any persons acting on its behalf nor any of
their respective Representatives is responsible for or has or shall have any
liability for any information, representation, warranty or statement relating
to Zinc contained in this Announcement or the Publicly Available Information
nor will they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any
person for fraudulent misrepresentation;
30. neither it nor the beneficial owner of the Placing Shares
is, nor will, at the time the Placing Shares are acquired, either of them be
at resident of the United States, Australia, Canada, the Republic of South
Africa or Japan;
31. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, Australia, Canada, the Republic of
South Africa or Japan;
32. it may be asked to disclose in writing or orally to Singer
CM: (i) if he or she is an individual, his or her nationality; or (ii) if he
or she is a discretionary fund manager, the jurisdiction in which the funds
are managed or owned;
33. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it will pay
the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other Placees or sold at such price
as Singer CM determines;
34. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
35. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be in the United
States, Australia, Canada, the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of the
United States, Australia, Canada, the Republic of South Africa or Japan and
may not be offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
36. 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,
Australia, Canada, the Republic of South Africa, and Japan (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
37. none of Singer CM, Zinc nor any of their respective
Representatives nor any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Singer CM and that Singer CM has no duties or responsibilities to it
for providing the protections afforded to its clients or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any Conditions or exercise any
termination right;
38. it will make payment to Singer CM for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Singer CM determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the Placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
39. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that Zinc 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;
40. no action has been or will be taken by any of Zinc, Singer
CM or any person acting on behalf of Zinc or Singer CM 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;
41. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
(c) and that Singer CM and Zinc will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to indemnify Zinc and Singer CM in respect of the same on the basis
that the Placing Shares will be allotted to a CREST stock account of Singer CM
or transferred to a CREST stock account of Singer CM who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
42. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
43. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2) of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
44. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State prior to
the expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
45. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined in Article
2(e) of the EU Prospectus Regulation;
46. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that this Announcement has not been
approved by Singer CM in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an authorised
person;
47. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA and the UK MAR
in respect of anything done in, from or otherwise involving the United
Kingdom);
48. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in the United Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Singer CM has been given to each
proposed offer or resale;
49. if in the United Kingdom, unless otherwise agreed by Singer
CM, it is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS") and it is acquiring Placing Shares for investment only and not with a
view to resale or distribution;
50. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about Zinc in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of Zinc or
cancelled or amended a dealing in the securities of Zinc;
(b) encouraged, recommended or induced another person to deal in
the securities of Zinc or to cancel or amend an order concerning Zinc's
securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
51. Singer CM and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of Zinc or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the Placing
Shares being offered, subscribed, acquired or otherwise dealt with should be
read as including any offer to, or subscription, acquisition or dealing by,
Singer CM and/or any of its affiliates acting as an investor for its or their
own account(s). Neither Singer CM nor Zinc intend to disclose the extent of
any such investment or transaction otherwise than in accordance with any legal
or regulatory obligation to do so;
52. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
(as amended) and all related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect thereof and the Money Laundering Sourcebook of the FCA (together,
the "Money Laundering Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Singer CM such
evidence, if any, as to the identity or location or legal status of any person
which it may request from it in connection with the Placing (for the purpose
of complying with the Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Singer CM on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be acquired by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Singer CM may decide at its sole discretion;
53. in order to ensure compliance with the Regulations, Singer
CM (for itself and as agent on behalf of Zinc) or Zinc's registrars may, in
their absolute discretion, require verification of its identity. Pending the
provision to Singer CM or Zinc's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at Singer CM's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at Singer CM's
or Zinc's registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Singer CM (for
itself and as agent on behalf of Zinc) or Zinc's registrars have not received
evidence satisfactory to them, either Singer CM and/or Zinc may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
54. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
55. any money held in an account with Singer CM on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. 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 Singer CM's money in
accordance with the client money rules and will be used by Singer CM's in the
course of its business; and the Placee will rank only as a general creditor of
Singer CM's;
56. Singer CM may choose to invoke the CASS Delivery Versus
Payment exemption (under CASS 6.1.12R and 7.11.14R within the FCA Handbook
Client Assets Sourcebook) with regard to settlement of Placing Shares and/or
funds, in connection with the Placing, should it see fit;
57. neither it nor, as the case may be, its clients expect
Singer CM to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
COBS, and that Singer CM is not acting for it or its clients, and that Singer
CM will not be responsible for providing the protections afforded to clients
of Singer CM or for providing advice in respect of the transactions described
in this Announcement;
58. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the contract note, the
electronic trade confirmation or other (oral or written) confirmation 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 Zinc's or
Singer CM's conduct of the Placing;
59. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of Zinc and its affiliates taken as a
whole, and the terms of the Placing, including the merits and risks involved;
60. it irrevocably appoints any duly authorised officer of
Singer CM as its agent for the purpose of executing and delivering to Zinc
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 for which it agrees to
acquire upon the terms of this Announcement;
61. Zinc, Singer CM and others (including each of their
respective Representatives) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements, which
are given to Singer CM on its own behalf and on behalf of Zinc and are
irrevocable;
62. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to Zinc and Singer CM 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);
63. time is of the essence as regards its obligations under this
Appendix;
64. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Singer CM;
65. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
66. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Bookbuilding Process and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination or such contract or relating to any non-contractual or
other obligation arising out of or in connection with such contract), except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with interest chargeable thereon) may be taken by
Zinc or Singer CM in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold Zinc, Singer CM and each of
their respective Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by Singer
CM, Zinc or each of their respective Representatives arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive after the
completion of the Placing.
The rights and remedies of Singer CM and Zinc 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 or partial exercise of
one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by Zinc.
Such agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such arrangements,
or the settlement related to any other dealings in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable. In that event, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and neither Zinc nor Singer CM shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each Placee should seek its own
advice and they should notify Singer CM accordingly. In addition, Placees
should note that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares and each Placee, or the Placee's nominee, in respect of
whom (or in respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable), forthwith
and to indemnify on an after-tax basis and to hold harmless Zinc and Singer CM
in the event that either Zinc and/or Singer CM have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Singer CM for itself and on behalf of Zinc and
are irrevocable and will survive completion of the Placing.
Singer Capital Markets Securities Limited and Singer Capital Markets Advisory
LLP are each authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and are acting exclusively for Zinc and no one
else in connection with the Bookbuilding Process and the Fundraise, and
neither will be responsible to anyone (including any Placees) other than Zinc
for providing the protections afforded to their clients or for providing
advice in relation to the Bookbuilding Process or the Fundraise or any other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Singer CM does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Singer CM may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Singer CM, any money held in an account with Singer CM on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a consequence this
money will not be segregated from Singer CM's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Zinc for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Zinc.
The price of the Placing 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 Placing Shares. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of Zinc's website nor any website accessible by hyperlinks
on Zinc's website is incorporated in, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Acquisition" the proposed acquisition by the Company of the entire issued and to be issued
share capital of The Edge, pursuant to the Acquisition Agreement
"Acquisition Agreement" the share purchase agreement dated 3 August 2022 relating to the Acquisition
made between the Company and the Sellers
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"AIM" AIM, a market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as
applicable
"AIM Rules for Companies" the rules for AIM companies published by the London Stock Exchange, as amended
or re‑issued from time to time
"AIM Rules for Nominated Advisers" the rules for nominated advisers to AIM companies published by the London
Stock Exchange, as amended or re‑issued from time to time
"Board" or "Directors" the directors of the Company, whose names are listed in the Circular
"Business Day" a day (other than Saturdays, Sundays or public holidays in the United Kingdom)
on which banks are generally open in London for the transaction of business
"Certificated" or "in certificated form" the description of a share or other security which is not in uncertificated
form (that is, not in CREST)
"Company" or "Zinc" Zinc, a company incorporated in Scotland with registration number SC075133
with its registered office at C/O CMS CMNO LLP 4th Floor, Saltire Court, 20
Castle Terrace, Edinburgh, United Kingdom, EH1 2EN
"CREST" the computerised settlement system, facilitating the paperless settlement of
trades and the holding of uncertificated shares administered by Euroclear UK
& Ireland Limited, the operator of CREST, pursuant to the CREST
Regulations
"CREST Regulations" the Uncertificated Securities Regulations 2001 of the UK (SI 2001/3755)
"EBIT" earnings before interest and tax
"EBITDA" earnings before interest, tax, depreciation and amortisation
"The Edge" The Edge Picture Co Limited, a private company limited by shares incorporated
in England with registered number 02557058 with its registered office at 20-22
Shelton Street, Covent Garden, London, WC2H 9JJ
"Enlarged Group" the Company and its subsidiary undertakings immediately following completion
of the Acquisition
"Existing Ordinary Shares" the 16,200,919 Ordinary Shares in issue as at the date of this announcement
"FCA" the United Kingdom Financial Conduct Authority
"FSMA" the UK Financial Services and Markets Act 2000 (as amended) including any
regulations made pursuant thereto
"Fundraise" the Placing and the Retail Offer
"General Meeting" the general meeting of the Company which has been convened for 11.00 a.m. on
22 August 2022 (or any adjournment thereof), notice of which will be set out
at the end of the Circular
"Group" the Company and its subsidiary undertakings from time to time
"Initial Consideration Shares" the 540,000 new Ordinary Shares to be issued under the terms of the
Acquisition Agreement as part of the initial consideration due in respect of
the Acquisition
"Intermediaries" any financial intermediary appointed by the Company in connection with the
Retail Offer and "Intermediary" shall mean any one of them
"Issue Price" the price of 100 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" together, the Placing Shares, the Retail Shares and the Initial Consideration
Shares
"Ordinary Shares" ordinary shares in the share capital of the Company each with a par value of
0.125 pence
"Placing" the conditional placing of the Placing Shares at the Issue Price pursuant to
the Placing Agreement
"Placing Agreement" the conditional agreement dated 3 August 2022 and made between the Company and
Singer Capital Markets Securities Limited relating to the Placing
"Placing Shares" the 5,000,000 new Ordinary Shares proposed to be issued by the Company
pursuant to the Placing
"Prospectus Rules" the prospectus regulation rules made by the FCA pursuant to the section 73A of
the FSMA
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
"Resolutions" the resolutions to be proposed at the General Meeting
"Retail Offer" the offer for subscription of new Ordinary Shares made to private retail
investors on the REX portal by Intermediaries
"Retail Shares" up to 250,000 new Ordinary Shares proposed to be allotted and issued pursuant
to the Retail Offer
"REX" the Peel Hunt Retail Capital Markets 'REX' portal
"Securities Act" the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder
"Sellers" those persons as so defined in the Acquisition Agreement
"Shareholders" holders of the Ordinary Shares from time to time, each individually being a
"Shareholder"
"Singer Capital Markets" Singer Capital Markets Securities Limited, acting as bookrunner and broker to
the Company in connection with the Placing
"uncertificated" or "uncertificated form" 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
of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"£" and "pence" or "p" pounds and pence sterling, the lawful currency of the United Kingdom
1 (#_ftnref1) Source: Brand Film Industry Report 2020
2 (#_ftnref2) Source: Brand Film Industry Report 2020
3 (#_ftnref3) Source: Brand Film Industry Report 2020
4 (#_ftnref4) Source: Brand Film Industry Report 2020
5 (#_ftnref5) Adjusted EBITDA defined as EBITDA before share based payment
charge, loss on disposal of fixed assets and exceptional items
6 (#_ftnref6) Free Cash Flow defined as operating cashflow less capital
expenditure
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