REG - Zoo Digital Group - Trading Update, Proposed Acquisition and Placing
27/04/2023 16:45
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RNS Number : 7628X Zoo Digital Group PLC 27 April 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ZOO
DIGITAL GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ZOO
DIGITAL GROUP PLC.
This Announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 as retained as part of UK law by virtue of the European
Union (Withdrawal) Act 2018 as amended. Upon the publication of this
Announcement, this inside information is now considered to be in the public
domain.
27 April 2023
ZOO Digital Group plc
("ZOO", the "Group" or the "Company")
Trading Update, Proposed Acquisition and Proposed Placing to raise a minimum
of £10.0 million (c.$12.5 million)
ZOO Digital Group plc (AIM: ZOO), a leading provider of end-to-end cloud-based
localisation and media services to the global entertainment industry,
announces its intention to carry out a non-pre-emptive fundraise by way of a
placing (the "Placing") through the issue and allotment of a minimum of
6,250,000 new ordinary shares of £0.01 each in the Company (the "Placing
Shares") to raise gross proceeds for the Company of at least £10.0 million
(c.$12.5 million) at a price of 160 pence per Placing Share (the "Issue
Price").
The Issue Price represents a discount of approximately 13.5 per cent. to the
closing price on 26 April 2023 (being the last practicable date prior to this
announcement (the "Announcement")).
The Placing is being conducted through an accelerated book building process
(the "Bookbuild") to be undertaken by Stifel Nicolaus Europe Limited
("Stifel") and Singer Capital Markets Securities Limited ("Singer" and
together with Stifel, the "Joint Bookrunners"). The Bookbuild will be launched
immediately following the release of this Announcement. The Placing is subject
to the terms and conditions set out in the appendix (the "Appendix") to this
Announcement.
In addition to the Placing, the Company intends to carry out a separate retail
offer to existing shareholders of the Company of up to 312,500 new ordinary
shares of £0.01 each in the Company ("Ordinary Shares") at the Issue Price
via the BookBuild Platform (the "Retail Shares") to raise further gross
proceeds of up to approximately £0.5 million (the "Retail Offer", together
with the Placing, the "Fundraise"), to provide the Company's existing retail
investors in the United Kingdom with an opportunity to participate in ZOO's
fundraising plans. A separate announcement will be made regarding the Retail
Offer and its terms. The Placing is not conditional upon the Retail Offer. For
the avoidance of doubt, the Retail Offer is not part of the Placing.
Key highlights of the Proposed Acquisition and Proposed Placing:
· Proposed Placing to raise at least £10.0 million (c.$12.5
million) (before expenses) by way of the proposed Placing at the Issue Price
to fully fund the proposed acquisition of one of the Company's trusted
partners in Japan being a media localisation subsidiary of a leading Japanese
technology company.
· The Issue Price represents a discount of approximately 13.5 per
cent. to the closing price on 26 April 2023, being the last practical date
prior to the publication of this Announcement.
· The Company intends to use the BookBuild platform to conduct a
Retail Offer, on the terms to be set out in a separate announcement to be made
following the announcement of the result of the Bookbuild.
Trading Update:
· Revenues for the year ended 31 March 2023 expected to be at least
$90 million (FY22: $70.4 million), an increase of at least 28% of which 25%
is organic.
· EBITDA (adjusted for share-based payments) expected to be at
least $12 million (FY22: $8.3 million), an increase of at least 44%.
· Strong balance sheet with cash more than doubled at period end to
$11.8 million (FY22: $5.4 million).
Stuart Green, Chief Executive Officer of ZOO, commented:
"The proposed acquisition of our trusted partner in Japan is highly
complementary to our existing activities and will cement our position as a
leading provider of media localisation services across South East Asia. It
brings a high quality team together alongside strong relationships with major
clients. Importantly, the acquisition adds specialist capability in Japanese
language titles and extends our capacity in another fast-growing market.
"This is the next step in our proven strategy to grow a global connected
network through acquisitions and partnerships in markets strategically aligned
with our customers. As demonstrated by the success of our Indian and South
Korean businesses, regional hubs add significant strategic value to the Group
by providing access to specific expertise and local talent.
"This strategy has supplemented our strong organic growth, enabling ZOO to
increase its annual revenues by 32% over the past four years and EBITDA by 55%
to $12 million on a CAGR basis*. We are confident of further growth in the
future as more global content providers adopt our cloud-based platform."
* Expected Revenue and EBITDA adjusted for share based payments
Enquiries:
ZOO Digital Group plc +44 (0)114 241 3700
Stuart Green
Phillip Blundell
Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker) +44 (0)20 7710 7600
Fred Walsh / Tom Marsh / Richard Short
Singer Capital Markets (Joint Broker) +44 (0)20 7496 3000
Shaun Dobson / Asha Chotai
Instinctif Partners (Financial PR) +44 (0)20 7457 2020
Matthew Smallwood / Joe Quinlan zoo@instinctif.com
About ZOO Digital Group plc:
ZOO supports major Hollywood studios and streaming services to globalise their
content and reach audiences everywhere, by providing world-leading,
technology-enabled localisation and media services.
Founded in 2001, ZOO operates from hubs in Los Angeles, London, Dubai, Turkey,
South Korea, India and Denmark with a development and production centre in
Sheffield, UK.
The Group provides media services through its platforms that include: ZOOsubs,
ZOOdubs, ZOOstudio. Its full-service proposition delivers the end-to-end
services required to prepare both original and catalogue content for digital
distribution; these services include dubbing, subtitling and captioning,
metadata creation and localisation, artwork localisation and media processing.
Alongside this offering, ZOO also provides its customers with management
platforms and strategic solutions to support their own internal globalisation
operations.
ZOO is a go-to service partner for media businesses looking to globalise their
content across different territories, languages and distribution platforms.
Using its innovative technology-enabled approach, ZOO helps its customers
reduce time to market, lower costs and deliver high quality products to their
global audiences. The business has frameworks in place with major Hollywood
studios and streaming services. Its customers include Disney, NBCUniversal,
HBO and Paramount Global.
ZOO's competitive advantage arises from three interlinking factors - the
innovative role it has played in the digital transformation of its sector; the
proprietary platforms that it develops to enable this transformation; and the
global supply chain of thousands of freelancers, working collaboratively in
ZOO's platforms, which delivers services that scale easily to meet demand.
These factors combine to make ZOO well placed to capitalise on new market
opportunities in a fast-paced and evolving industry.
Current Trading and Outlook
The Company is pleased to provide a pre-close trading update for the financial
year ended 31 March 2023 in advance of full year results expected to be
announced in mid July 2023.
Revenue for the full year is expected to be at least $90 million (FY22: $70.4
million), an increase of at least 28% on the prior year, of which 25% is
organic. EBITDA (adjusted for share-based payments) is also expected to be
materially ahead of the prior year and at least $12 million, an increase of at
least 44% (FY22: $8.3 million). Net cash on 31 March 2023 was $11.8 million
(FY22: $5.4 million), which reflects strong cash generation despite
significant investment to expand capability and underpin future revenue
growth.
Following its announcement on 21 February 2023 regarding the adoption of the
ZOOstudio globalisation management platform by a major Hollywood studio to
support its content localisation rollout, the Company expects implementation
to be deployed by the end of April 2023.
The Company announced on 5 April 2023 the acquisition of the remaining 49 per
cent. of ZOO Korea which has helped to address the growing global demand for
Korean content and distribution of non-Korean titles in the country with
premium and secure provision of dubbing, subtitling, quality control and media
services.
The Company continues to make good progress with ZOO India and is in the
process of expanding capacity in the country from a second location in
Chennai in order to satisfy the potential pipeline of future work across
multiple languages spoken in the Indian subcontinent.
The Company intends to provide a further update on its outlook for the FY24
financial year with its full year results in mid-July 2023.
Background to the Placing and use of Proceeds
To enhance its position as a leading end-to-end vendor of localisation and
media services to the global entertainment industry the Company is seeking to
expand its capability and capacity across multiple languages. The strategy is
to grow a connected network through acquisitions and partnerships in which all
participants are operating using ZOO's cloud-based platforms. Investments to
date have taken the form of minority positions (typically 30%) and 100%
acquisitions in partners with which the Company has been working for several
years. Such investments provide ZOO with territory-specific expertise and
access to talent.
This strategy has enabled the Company to deliver strong financial results and
organic growth; over the last four years, the Compound Annual Growth Rate
(CAGR) of revenue has been 32% and the equivalent figure for EBITDA adjusted
for share-based payments has been 55%.
The Company continues to seek to build its presence in the fastest growing
markets, ensuring that it is strategically aligned with its customers. To
support this, the Board has identified a pipeline of five acquisition targets
in line with its criteria for further investments over the next 12 months in
Europe and South-East Asia.
The Board believes that it has established a model that positions the Company
well, enabling it to capitalise on opportunities amidst current macroeconomic
uncertainty which has been evidenced by the success of its acquisitions to
date of media localisation businesses in India and South Korea. For example,
the Board estimates that $4.5 million of incremental revenues were recognised
across the Group in FY23 as a result of ZOO Korea and that it will generate
significant incremental revenue for the Group in future years through its own
operations in South Korea as well as services provided assisting ZOO in the US
and UK.
The Board is focused on delivering strong organic growth and making strategic
investments and acquisitions to accelerate ZOO's position in leading growth
markets. To this end, the Company has entered into a formal process to acquire
100% of the share capital of one of the Company's trusted partners in Japan
being a media localisation subsidiary of a leading Japanese technology company
in a transaction that is expected to close in Q3 2023. The reason for the
Placing is to provide sufficient capital to fully finance this proposed
acquisition.
ZOO has been chosen by the vendor as the preferred bidder for the purchase of
100% of the share capital of the target which has been a trusted partner to
ZOO for many years and works in the Company's cloud-based platforms. These
platforms will enable significant capital-efficient expansion of capacity to
fulfil Japanese language services at scale.
Japan is a leading growth market for all global streaming services and, along
with South Korea, is a key target country in the South-East Asia region.
Japanese subtitling is charged at the highest rate of any language, and
Japanese dubbing is the sixth most expensive rate of any language. Delivering
media localisation services in Japanese requires operations in the country due
to cultural factors, and consequently ZOO has to date fulfilled Japanese
language services through outsourcing to partners in the country.
The proposed acquisition will provide the Company with experience and
capability to provide these services from within the Group and will deliver
synergies due to margin enhancement resulting from this move from outsourcing
to in-house. Consequently, the Board believes that the proposed acquisition
will result in circa. 10% earning accretion for the Company, and anticipates
that expansion of orders from ZOO's clients will follow in line with the
precedents in India and South Korea.
The Board intends to use its existing authorities to issue Ordinary Shares on
a non-pre-emptive basis that were granted to the Board at the Company's AGM
held on 20 September 2022 and therefore the Fundraise is not subject to
shareholder approval. The anticipated timetable for the proposed acquisition
assumes a binding offer by the end of May with target completion during
calendar Q3 of 2023. A non-pre-emptive fundraise removes any conditionality
from completion of the proposed acquisition.
Details of the Placing
Stifel and Singer are acting as Joint Bookrunners in connection with the
Placing pursuant to a placing agreement entered into between the Company,
Stifel and Singer dated 27 April 2023 (the "Placing Agreement").
The Placing, which is being conducted by way of an accelerated bookbuilding
process available to qualifying new and existing institutional investors, will
be launched immediately following this Announcement, in accordance with the
terms and conditions set out in the Appendix to this Announcement.
The Company intends to raise at least £10.0 million (c.$12.5 million) through
the Placing. The exact number of Placing Shares to be placed will be
determined by the Company and the Joint Bookrunners at the close of the
Bookbuild and announced by the Company shortly thereafter. The allocations of
the Placing Shares pursuant to the Placing are at the discretion of the
Company and the Joint Bookrunners. The book will open with immediate effect
following the release of this Announcement.
The Placing is conditional upon, among other things, admission of the Placing
Shares and the Placing Agreement between the Company and the Joint Bookrunners
not being terminated in accordance with its terms. Applications will also be
made to the London Stock Exchange for admission to and trading on AIM
("Admission") which is expected to take place on 8.00 a.m. on 4 May 2023 and
that dealings in the Placing Shares will commence at that time, and in any
event no later than 8.00 a.m. on 31 May 2023.
The Company has consulted, where possible, with the Company's major
institutional shareholders ahead of this Announcement. The Board has given
careful consideration to the structure of the equity fundraising and has
concluded that the Placing being structured as a Bookbuild is the most
suitable option available to the Company so as to minimise execution and
market risk. The Company is grateful for the support of all its shareholders
and is very mindful that the Placing represents a dilution to shareholders. It
has not been practical to implement a rights issue to all shareholders for the
proposed equity fundraising, primarily because such an offer would require a
prospectus to be approved by the FCA, and the timing and costs of which were
not considered to be in the best interests of the Company.
The Appendix to this Announcement sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
This Announcement (including the Appendix) should be read in its entirety. In
particular, you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Details of the Retail Offer
In addition, the Company intends to use the BookBuild platform to conduct a
Retail Offer, on the terms to be set out in a separate announcement to be made
following the close of the Bookbuild.
Application for Admission to Trading
Applications will be made to London Stock Exchange for Admission of the
Placing Shares to trading on AIM in accordance with the AIM Rules for
Companies.
It is expected that Admission will become effective at 8.00 a.m. on or around
4 May 2023 and that dealings in the Placing Shares will commence at that time,
and in any event no later than 8.00 a.m. on 31 May 2023.
The Placing is conditional upon, inter alia, Admission becoming effective and
the Placing Agreement becoming unconditional and not being terminated. Further
details of the Placing Agreement can be found in the terms and conditions of
the Placing contained in the Appendix to this Announcement and which forms
part of this Announcement.
A further announcement will be made following the completion of the Bookbuild.
By choosing to participate in the Placing and by making an oral and legally
binding offer to subscribe for Placing Shares, investors will be deemed to
have read and understood this Announcement (including the Appendix) in its
entirety and to be making such offer on the terms and subject to the
conditions in this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Expected timetable
Announcement of the Placing 27 April 2023
Books closed by 6:00 pm on 27 April 2023
Announcement of closing of the Placing 28 April 2023
Application for Admission of the Placing Shares 28 April 2023
Admission of the Placing Shares to trading on AIM 4 May 2023
Dealing codes
Ticker: ZOO
ISIN for the Placing Shares: GB00B1FQDL10
SEDOL for the Placing Shares: B1FQDL1
Note: This announcement assumes a £ : $ exchange rate of 1 : 1.2402 as
at 18:00 pm (GMT) on 25 April 2023.
This Announcement contains inside information as defined in Article 7 of the
Market Abuse Regulation No. 596/2014 ("MAR") as retained as part of UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended. Market
Soundings, as defined in MAR, were taken in respect of the proposed Placing
with the result that certain persons became aware of this inside information,
as permitted by MAR. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain. The persons
responsible for arranging for the release of this Announcement on behalf of
ZOO are Stuart Green, Chief Executive Officer and Phillip Blundell, Chief
Financial Officer of ZOO.
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.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States. The Placing Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US 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 or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. 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 the Company, 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 the
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability and ability
to access capital and credit, a decline in the Company'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 the Company 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 the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
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 the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product 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 Ordinary
Shares have been subject to a product approval process, which has determined
that the Ordinary Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and investors
could lose all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in Ordinary
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
Manufacturers under the Product Governance requirements contained within: (a)
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures (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 Ordinary
Shares have been subject to a product approval process, which has determined
that the Ordinary Shares are (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in 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 (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Ordinary Shares may decline
and investors could lose all or part of their investment; the Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in
Ordinary 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 proposed Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners 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 of
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 Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution channels.
Stifel is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing, and Stifel will not be responsible to
anyone (including any purchasers of the Placing Shares) other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Placing or any other matters referred to in this
Announcement.
Singer is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Singer will not be responsible to anyone (including any
purchasers of the Placing Shares) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing 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 the Joint Bookrunners or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or their respective advisers, and any liability
therefore is expressly disclaimed.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM OR IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN
RELATION TO THE UNITED KINGDOM, as retained as part of UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended (THE "PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
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 THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE
WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction outside the
EEA.
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 action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
By participating in the Bookbuild 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.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) 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 or a member state of the EEA which has implemented the Prospectus
Regulation (each, a "Relevant Member 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 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 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 or any
Relevant Member State other than Qualified Investors or in circumstances in
which the prior consent of the relevant Joint Broker has been given to the
offer or resale; and
(ii) where Placing Shares have been acquired by it
on behalf of persons in the United Kingdowm or any Relevant Member State other
than Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such persons;
3. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. 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
5. except as otherwise permitted by the Company
and subject to any available exemptions from applicable securities laws, it
(and any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as defined in,
and in accordance with, Regulation S under the US Securities Act.
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 their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this
Announcement, the announcement of the pricing of the Placing (the "Result of
Placing Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by the relevant Joint Broker to
confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of either of the Joint Brokers or the Company
or any other person and none of the Joint Brokers, the Company nor any other
person acting on such person's behalf nor any of their respective affiliates
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 the Company
in accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own attorney, tax advisor and business advisor for
legal, tax and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stifel and Singer are acting as joint bookrunners in connection with the
Placing and have entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, each Joint Broker, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure placees for the Placing
Shares. The Placing is not being underwritten by either Joint Broker or any
other person.
The price per Ordinary Share at which the Placing Shares are to be placed (the
"Placing Price") is 160 per Placing Share. The final number of Placing Shares
will be decided at the close of the Bookbuild following the execution of the
placing terms by the Company and the Joint Brokers (the "Term Sheet"). The
timing of the closing of the book, pricing and allocations are at the
discretion of the Company and the Joint Brokers. Details of the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuild
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Company's
articles of association and 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 on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be free of
all pre-emption rights, claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") (the "Application") for admission to trading of the Placing Shares
on AIM (the "Admission").
It is expected that Admission of the Placing Shares will occur at or before
8.00 a.m. BST on 4 May 2023 (or such later time or date as the Joint Brokers
may agree with the Company, being no later than 8.00 a.m. BST on 31 May 2023)
and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Brokers will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Announcement 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.
The Joint Brokers and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
6. The Joint Brokers are arranging the Placing
each as bookrunner and placing agent of the Company.
7. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by
the Joint Brokers. Each Joint Broker may itself agree to be a Placee in
respect of all or some of the Placing Shares or may nominate any member of its
group to do so.
8. The Bookbuild, if successful, will establish
the aggregate amount payable to the relevant Joint Broker (as applicable), as
settlement agent for the Company, by all Placees whose bids are successful.
The number of Placing Shares will be agreed by the Joint Brokers (in
consultation with the Company) following completion of the Bookbuild. Subject
to the execution of the Term Sheet, the number of Placing Shares to be issued
will be announced on an RIS following the completion of the Bookbuild via the
Result of Placing Announcement.
9. To bid in the Bookbuild, prospective Placees
should communicate their bid orally by telephone or in writing to their usual
sales contact at the relevant Joint Broker. Each bid should state the number
of Placing Shares which the prospective Placee wishes to subscribe for at
either the Placing Price, or at prices up to a price limit specified in its
bid. Bids may be scaled down by the Joint Brokers on the basis referred to
in paragraph 8 below. The Joint Brokers reserve the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of the bids
shall be at the Joint Brokers' absolute discretion, subject to agreement with
the Company.
10. The Bookbuild is expected to close no later than
7.00 a.m. (BST) on 28 April 2023 but may be closed earlier or later at the
discretion of the Joint Brokers. The Joint Brokers may, in agreement with
the Company, accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of the Joint Brokers) to reduce
the number of shares to be issued pursuant to the Placing, in its absolute
discretion.
11. Allocations of the Placing Shares will be
determined by the Joint Brokers after consultation with the Company (the
proposed allocations having been supplied by the Joint Brokers to the Company
in advance of such consultation). Subject to the execution of the Term Sheet,
allocations will be confirmed orally by the relevant Joint Broker and a Form
of Confirmation will be despatched as soon as possible thereafter. The
relevant Joint Broker's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee), in favour of the Joint Brokers and the Company, to
acquire the number of Placing Shares allocated to it and to pay the Placing
Price in respect of such shares on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of association. A bid
in the Bookbuild will be made on the terms and subject to the conditions in
this Announcement (including this Appendix) and will be legally binding on the
Placee on behalf of which it is made and except with the relevant Joint
Broker's consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
12. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that Form of Confirmation.
13. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
14. All obligations under the Bookbuild and the
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 "Right to
terminate under the Placing Agreement".
15. By participating in the Placing, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
16. To the fullest extent permissible by law, neither
Joint Broker, nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Brokers, the Company, nor any of
their respective affiliates, agents, directors, officers or employees shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Brokers' conduct of the
Placing.
17. The Placing Shares will be issued subject to the
terms and conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Joint Brokers' conduct of the Placing.
18. All times and dates in this Announcement may be
subject to amendment. The Joint Brokers shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. Each Joint
Broker's obligations under the Placing Agreement are conditional on customary
conditions, including (amongst others) (the "Conditions"):
19. the London Stock Exchange agreeing to admit the
Placing Shares to trading on AIM (subject only to allotment);
20. Admission occurring on or around 8.00 a.m. BST
on 4 May 2023 (or such later time or date as the Joint Brokers may otherwise
agree with the Company, being no later than 8.00 a.m. BST on 31 May 2023) (the
"Closing Date");
21. the Term Sheet having been executed by the Company
and the Joint Brokers no later than 7.00 a.m. BST on 28 April 2023 (or such
later time or date as the Joint Brokers may otherwise agree with the Company);
22. there having been no development or event
resulting in a Material Adverse Effect which could, in the good faith opinion
of the Joint Brokers, materially and adversely affect the Placing or dealings
in the Ordinary Shares following Admission;
23. the delivery by the Company to the Joint Brokers
of a certificate signed by a Director for and on behalf of the Company not
later than 5.00 p.m. BST on the Business Day immediately prior to the date on
which Admission is expected to occur (and dated as of such date);
24. the Company having complied with its obligations
which fall to be performed on or prior to Admission under the Placing
Agreement; and
25. none of the warranties on the part of the Company
in the Placing Agreement being untrue or inaccurate in any material respect or
misleading when made and none of the warranties ceasing to be true and
accurate in any material respect or becoming misleading at any time prior to
Admission by reference to the facts and circumstances then subsisting.
The Joint Brokers may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the Conditions or extend the time or date
provided for fulfilment of any such Conditions in respect of all or any part
of the performance thereof. The conditions in the Placing Agreement relating
to Admission taking place and execution of the Term Sheet may not be waived.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Joint Brokers by the relevant time or date specified (or such later time
or date as the Joint Brokers may agree with the Company, being no later than
8.00 a.m. BST on 31 May 2023); or (ii) the Placing Agreement is terminated in
the circumstances specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither of the Joint Brokers, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Brokers.
Right to terminate under the Placing Agreement
The Joint Brokers are entitled, at any time before Admission, to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
26. where there has been a breach by the Company of
any of the warranties on the part of the Company contained in the Placing
Agreement that either Joint Broker considers (acting in good faith) to be
material in the context of the Placing and/or Admission;
27. if any of the Conditions have (i) become incapable
of satisfaction or (ii) not been satisfied before the latest time provided in
the Placing Agreement and have not been waived if capable of being waived by
the Joint Brokers;
28. there has been a development or event resulting
in a Material Adverse Effect which could in the good faith opinion of either
Joint Broker, materially and adversely affect the Placing or dealings in the
Ordinary Shares following Admission whether or not foreseeable at the date of
this Agreement; or
29. if the Company fails to comply, in any respect
which either Joint Broker believes is material in the context of the Placing
and/or Admission, with any of its obligations under the Placing Agreement; or
30. the occurrence of a material adverse change or
certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
either Joint Broker of any right of termination or of any other discretion
under the Placing Agreement shall be within the absolute discretion of the
relevant Joint Broker and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to so exercise and (ii) its
rights and obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by the relevant Joint Broker of the
allocation and commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to the Joint Brokers that, between the date of the
Placing Agreement and 90 days after Admission (the "Restricted Period"), it
will not, without the prior written consent of the Joint Brokers directly or
indirectly offer, issue, sell or contract to sell, issue options in respect of
or otherwise dispose of or announce an offering or issue of any Ordinary
Shares (or any interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or contractually
obliged to do so) provided that the foregoing restrictions shall not restrict
the ability of the Company or any other member of the Group during the
Restricted Period to grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non-executive share or option
schemes or long term incentive plans of the Company (in accordance with its
normal practice).
By participating in the Placing, Placees agree that the exercise by the Joint
Brokers of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the restrictive provisions on
further issuance under the Placing Agreement shall be within the absolute
discretion of the Joint Brokers and that they need not make any reference to,
or consult with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B1FQDL10 )
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. The Joint Brokers reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Stifel is acting as settlement bank. Following the close of the Bookbuild,
each Placee to be allocated Placing Shares in the Placing will be sent a Form
of Confirmation stating the number of Placing Shares allocated to them at the
Placing Price, the aggregate amount owed by such Placee to the relevant Joint
Broker and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the Placing Shares that it has in place with the relevant Joint
Broker.
The Company will deliver the Placing Shares to a CREST account operated by
Stifel as agent for the Company and Stifel will enter its delivery instruction
into the CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take
place on or around 4 May 2023 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the prevailing Sterling Overnight Index Average
(SONIA) as determined by the Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Brokers may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Joint Broker's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and will be required to bear any stamp duty or stamp duty reserve tax or
other taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any 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 of or agreement to transfer Placing
Shares), neither Joint Broker nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each of the Joint Brokers (in
its capacity as bookrunner and placing agent of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
31. it has read and understood this Announcement in
its entirety and its acquisition of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and 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 the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
32. the Ordinary Shares are admitted to trading on AIM
and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
33. to be bound by the terms of the articles of
association of the Company;
34. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither of the Joint Brokers nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
taxes or duties imposed in any jurisdiction (including interest and penalties
relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company and each of the Joint
Brokers on an after-tax basis in respect of any Indemnified Taxes;
35. neither of the Joint Brokers nor any of their
respective affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
36. time is of the essence as regards its obligations
under this Announcement;
37. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to the relevant Joint Broker;
38. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such documents to any person;
39. no prospectus or other offering document is
required under the Prospectus Regulation, nor will one be prepared in
connection with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares;
40. in connection with the Placing, either Joint
Broker and any of its respective affiliates acting as an investor for its own
account may subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to the Placing
Shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to either Joint Broker or
any of its respective affiliates acting in such capacity;
41. either Joint Broker and its respective affiliates
may enter into financing arrangements and swaps with investors in connection
with which the relevant Joint Broker and any of its respective affiliates may
from time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares;
42. neither Joint Broker intends to disclose the
extent of any investment or transactions referred to in paragraphs 10 and 11
above otherwise than in accordance with any legal or regulatory obligation to
do so;
43. neither Joint Broker owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
44. its participation in the Placing is on the basis
that it is not and will not be a client of either of the Joint Brokers in
connection with its participation in the Placing and that neither Joint Broker
has any duties or responsibilities to it for providing the protections
afforded to its respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its respective rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
45. the content of the Placing Documents and the
Publicly Available Information has been prepared by and is exclusively the
responsibility of the Company and neither of the Joint Brokers nor any of
their respective affiliates agents, directors, officers or employees nor any
person acting on behalf of any of them is responsible for or has or shall have
any responsibility or liability for any information, representation or
statement contained in, or omission from, this Announcement, the Publicly
Available Information or otherwise 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, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
46. the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any Publicly Available
Information (save that in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph 16),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
47. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by either Joint Broker or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in the Placing Documents, or the Publicly Available Information or
otherwise;
48. neither of the Joint Brokers, nor the Company, nor
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them has provided, nor will provide,
it with any material or information regarding the Placing Shares or the
Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
the Joint Brokers, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such material or
information;
49. neither of the Joint Brokers nor the Company will
be liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
50. it may not rely, and has not relied, on any
investigation that either of the Joint Brokers, any of their respective
affiliates or any person acting on any of their behalf, may have conducted
with respect to the Placing Shares, the terms of the Placing or the Company,
and none of such persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing Documents, the
Publicly Available Information or any other information;
51. in making any decision to subscribe for Placing
Shares it:
(a) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to either Joint Broker for all or
part of any such loss it may suffer;
(c) is experienced in investing in securities of
this nature in this sector and is aware that it may be required to bear, and
is able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an
investment in the Placing Shares;
(e) has no need for liquidity with respect to its
investment in the Placing Shares;
(f) has made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and the terms
of the Placing and has satisfied itself that the information resulting from
such investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
52. it is subscribing for the Placing Shares for its
own account or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
acknowledgements, representations and agreements contained in this
Announcement;
53. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(h) duly authorised to do so and has full power to
make the acknowledgments, representations and agreements herein on behalf of
each such person; and
(i) will remain liable to the Company and/or the
Joint Brokers 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);
54. it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in either of the Joint Brokers, the Company or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
55. where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account;
56. it irrevocably appoints any duly authorised
officer of either Joint Broker as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
57. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
58. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, the Joint Brokers or any person acting on behalf of the Company
or either of the Joint Brokers that would, or is intended to, permit a public
offer of the Placing Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction thereof, where
any such action for that purpose is required;
59. no action has been or will be taken by any of the
Company, either Joint Broker or any person acting on behalf of the Company or
either Joint Broker 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;
60. unless otherwise specifically agreed with the
relevant Joint Broker, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of, nor have an address in, Australia, Japan, the Republic of
South Africa or any province or territory of Canada;
61. it may be asked to disclose in writing or orally
to either Joint Broker:
(j) if he or she is an individual, his or her
nationality; or
(k) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
62. it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act;
63. it has not been offered to purchase or subscribe
for Placing Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the US Securities Act;
64. it understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from the United
States except pursuant to (i) an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from the registration
requirements of the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
65. it (and any account for which it is purchasing) is
not acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities Act;
66. 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 or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
67. it understands that there may be certain
consequences under United States and other tax laws resulting from an
investment in the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself concerning,
without limitation, the effects of United States federal, state and local
income tax laws and foreign tax laws generally;
68. it understands that the Company has not undertaken
to determine whether it will be treated as a passive foreign investment
company ("PFIC") for US federal income tax purposes for the current year, or
whether it is likely to be so treated for future years and neither the Company
nor the Joint Brokers make any representation or warranty with respect to the
same. Accordingly, neither the Company nor the Joint Brokers can provide any
advice to United States investors as to whether the Company is or is not a
PFIC for the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor the Joint Brokers undertake to provide to
United States investors or shareholders any information necessary or desirable
to facilitate their filing of annual information returns, and United States
investors and shareholders should not assume that this information will be
made available to them;
69. if in a member state of the EEA, unless otherwise
specifically agreed with the relevant Joint Broker in writing, it is a
Qualified Investor;
70. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
71. if a financial intermediary, as that term is used
in Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed
for 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 or a member state of the EEA which has
implemented the Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of the relevant Joint Broker has been
given to each proposed offer or resale;
72. if in the United Kingdom, that it is a Qualified
Investor (i) having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in Article 19(5)
of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to
whom it may otherwise lawfully be communicated;
73. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, 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 Financial Services and Markets Act 2000, as amended
("FSMA");
74. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person and it acknowledges and agrees that the Placing Documents
have not and will not have been approved by either Joint Broker 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 a financial promotion by an authorised person;
75. it has complied and 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 applicable provisions in FSMA
and MAR) in respect of anything done in, from or otherwise involving, the
United Kingdom);
76. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
77. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA 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;
78. in order to ensure compliance with the
Regulations, either Joint Broker (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the relevant
Joint Broker or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the relevant Joint Broker's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at the relevant Joint Broker's or the Company's registrars', as the
case may be, absolute discretion. If within a reasonable time after a request
for verification of identify the relevant Joint Broker (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, either the relevant Joint Broker and/or the
Company may, at its absolute discretion, terminate its commitment in respect
of the Placing, in which event the monies payable on acceptance of allotment
will, if already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
79. 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 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance
service;
80. it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in respect of
the Placing Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as the relevant Joint Broker may
in its sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
81. any money held in an account with the relevant
Joint Broker on behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules: as a
consequence this money will not be segregated from the relevant Joint Broker's
money in accordance with the client money rules and will be held by it under a
banking relationship and not as trustee;
82. 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 the Joint Brokers or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
83. neither of the Joint Brokers nor any of their
respective affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
84. if it has received any 'inside information' (for
the purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market soundings
regime provided for in article 11 of MAR and associated delegated regulations
and it has not:
(l) used that inside information to acquire or
dispose of securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or any such
financial instruments;
(m) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the Company or
financial instruments related thereto or to cancel or amend an order
concerning the Company's securities or such financial instruments; or
(n) disclosed such information to any person, prior to
the information being made publicly available;
85. the rights and remedies of the Company and each of
the Joint Brokers under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and
86. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of 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 any interest chargeable thereon) may be taken by
either the Company or either of the Joint Brokers 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.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
each of the Joint Brokers and are irrevocable. The Joint Brokers, the Company
and their respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective Placee, and
any person acting on behalf of such Placee, irrevocably authorises the Company
and each Joint Broker to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, each of the Joint Brokers and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
either of the Joint Brokers, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this Announcement, and
further agrees that the provisions of this Announcement shall survive after
completion of the Placing.
Where the Placees are acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee for the purpose of
this Announcement and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on behalf of
the Placee itself and not their underlying client.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor the Joint Brokers will be responsible and the Placees shall
indemnify the Company and each of the Joint Brokers on an after-tax basis for
any stamp duty or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or either of the Joint Brokers in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Joint Brokers accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription for Placing
Shares.
The Company and the Joint Brokers are not liable to bear any taxes that arise
on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of the United
Kingdom or any country in the EEA. Each prospective Placee should, therefore,
take its own advice as to whether any such tax liability arises and notify the
Joint Brokers and the Company accordingly. Furthermore, each prospective
Placee agrees to indemnify on an after-tax basis and hold each of the Joint
Brokers and/or the Company and their respective affiliates harmless from any
and all interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes in any jurisdiction to the
extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
DEFINITIONS
The following definitions apply in this Appendix, and as the context shall
admit, in the Announcement:
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
Announcement this Announcement, including this Appendix and the terms and conditions set
out herein
Bookbuild the bookbuilding process to be conducted by the Joint Brokers to arrange
participation by Placees in the Placing
BST British Summer Time
Company ZOO Digital Group plc
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
International
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended)
Directors or Board the current directors of the Company as at the date of this Announcement
EEA the European Economic Area
Euroclear UK & International Euroclear UK & International Limited
FCA the Financial Conduct Authority
Form of Confirmation the form of confirmation to be despatched to the Placees by a Joint Broker or
the contract note made between the respective Joint Broker and the Placees, in
each case which incorporate by reference the terms and conditions of the
Placing contained in this Announcement
FSMA the Financial Services and Markets Act 2000, as amended
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
Joint Brokers Stifel and Singer, and each a "Joint Broker"
London Stock Exchange London Stock Exchange plc
MAR Regulation (EU) 596/2014 of the European Parliament and of the Council of 16
April 2014 on market abuse as it forms part of the law of England and Wales by
virtue of section 3 of the European Union (Withdrawal) Act 2018 (as it may be
modified from time to time by or under domestic law including, but not limited
to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310)
Material Adverse Effect a material adverse effect, or any development or matter reasonably expected to
have a material adverse effect, in or affecting the business, condition
(financial, operational, legal or otherwise), results of operations, earnings
or assets of the Group, whether or not arising in the ordinary course of
business
Singer Singer Capital Markets Securities Limited
Stifel Stifel Nicolaus Europe Limited
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Placees persons who agree to subscribe for Placing Shares at the Placing Price
Placing the conditional placing of the Placing Shares by the Joint Brokers on behalf
of the Company at the Placing Price, in accordance with the Placing
Agreement
Placing Agreement the conditional placing agreement dated 27 April 2023 between the Company and
the Joint Brokers in relation to the Placing
Placing Price 160 pence per Placing Share
Placing Shares the new Ordinary Shares to be issued pursuant to the Placing
RIS shall have the same meaning as in the AIM Rules
Shareholder a holder of Ordinary Shares from time to time
Term Sheet the terms of the Placing setting out the number of Placing Shares to be issued
in the Placing, to be executed in accordance with the Placing Agreement by the
Company and the Joint Brokers
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