TIDMMPL
RNS Number : 1598C
Mercantile Ports & Logistics Ltd
08 June 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) (THE "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AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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
STATES, TERRITORIES AND POSSESSIONS ("UNITED STATES"), AUSTRALIA,
CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY (DEFINED BELOW) TO
CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO
THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE
NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
8 June 2023
Mercantile Ports & Logistics Limited
("MPL" or the "Company" and, together with its subsidiaries, the
"Group")
Placing and Subscription to raise a minimum of GBP8.85
million
Retail Offer to raise up to GBP1.20 million
at a price of 3 pence per share
Approval of waiver of obligations under Rule 9 of the Takeover
Code
Extension of unsecured loan facility
and
Notice of General Meeting
Mercantile Ports & Logistics Limited (AIM: MPL), which is
operating and continuing to develop a port and logistics facility
in Navi Mumbai, Maharashtra, India, is pleased to announce a
proposed placing by way of an accelerated bookbuild to raise a
minimum of GBP3.00 million (before expenses) to conditionally place
new ordinary shares of no par value in the Company ("Ordinary
Shares") ("Placing Shares") at the issue price of 3 pence per share
("Issue Price") to new and existing institutional investors
("Placees") (the "Placing") and a proposed subscription by certain
existing and new investors (including Hunch Ventures and Investment
Private Limited ("Hunch Ventures"), a substantial shareholder in
the Company and the Company's India-based strategic investor) to
raise GBP5.85 million (before expenses) by way of the conditional
subscription for 195,000,000 new Ordinary Shares (the "Subscription
Shares") at the Issue Price per Subscription Share (the
"Subscription").
Furthermore, the Company is seeking to allot and issue further
new Ordinary Shares (the "Retail Shares", and together with the
Placing Shares and the Subscription Shares, the "New Ordinary
Shares") at the Issue Price to raise up to GBP 1.20 million via
BookBuild (the "Retail Offer" and together with the Placing and the
Subscription, the "Equity Fundraising") in order to provide
existing shareholders of the Company ("Shareholders") who may not
have taken part in the Placing or the Subscription, with an
opportunity to participate in the Equity Fundraising.
Net proceeds from the Equity Fundraising will enable the Group
to strengthen the balance sheet and to provide working capital for
the Group. The Company is in advanced discussions to refinance its
existing debt facilities, and the net proceeds from the Equity
Fundraising will assist the Company in such discussions.
The Equity Fundraising is conditional on, inter alia, the
approval of the Shareholders to waive the obligation on Hunch
Ventures and the persons acting in concert with it (the "Hunch
Concert Party") to make a general offer under Rule 9 of the City
Code on Takeovers and Mergers (the "Takeover Code"), administered
by the UK Panel on Takeovers and Mergers (the "Takeover Panel") in
cash for the Ordinary Shares.
Transaction highlights
-- The Company is conducting a conditional Placing and
Subscription to raise a minimum of GBP8.85 million via the Placing
of the Placing Shares and Subscription of Subscription Shares at
the Issue Price.
-- The Placing is to be conducted by way of an accelerated
bookbuild process ("ABB") which will commence immediately following
this Announcement and will be subject to the terms and conditions
set out in Appendix II to this Announcement.
-- The Company is also proposing to raise up to GBP1.20 million
of additional capital via the Retail Offer, which shall remain open
until 4.30 p.m . on 12 June 2023.
-- The net proceeds of the Equity Fundraising will be used: (a)
to repay a portion of the outstanding principal and accrued but
unpaid interest under the term loan facility entered into between
Karanja Terminal and Logistics Private Limited, the Company's
wholly-owned Indian subsidiary, and four Indian public sector banks
pursuant to a loan agreement dated 28 February 2014 (as amended
pursuant to a debt restructuring completed on 11 June 2021); and
(b) for general working capital purposes.
-- On Admission, Hunch Ventures' shareholding in the Company
will increase from 11,819,712 Ordinary Shares, representing 28.48%
of the current Ordinary Shares, to 136,819,712 Ordinary Shares,
representing 40.66% of the Ordinary Shares as enlarged by the
Equity Fundraising (assuming completion of the Placing and the
Subscription and no take up under the Retail Offer). Accordingly,
the Hunch Concert Party will therefore be interested in Ordinary
Shares carrying 30% or more of the Company's voting share capital
on Admission. The Takeover Panel has agreed to waive the
requirement for the Hunch Concert Party to make a general offer
under Rule 9 of the Takeover Code for Ordinary Shares not owned by
the Hunch Concert Party (the "Rule 9 Waiver"), subject to the
Shareholders excluding Hunch Ventures (the "Independent
Shareholders") passing a resolution to approve the Rule 9 Waiver
(to be set out in the notice convening a general meeting of the
Company) on a poll of such Independent Shareholders.
-- Completion of the Equity Fundraising is conditional, inter
alia, upon approval of the Shareholders at the general meeting of
the Shareholders to be held on or around 27 June 2023 (the "
General Meeting ") .
-- The Issue Price represents a discount of approximately 29.4%
to the closing mid-market price per Ordinary Share of 4.25 pence on
7 June 2023, being the latest practicable date before this
Announcement.
A circular, containing further details of the Equity
Fundraising, the Rule 9 Waiver and the notice of the General
Meeting to be held on or around 11.00 a.m. on 27 June 2023 to,
inter alia, approve the resolutions required to implement the
Equity Fundraising and the Rule 9 Waiver, is expected to be
published and despatched to Shareholders on or around 9 June 2023
(the "Circular"). Set out below in Appendix I is an adapted extract
from the draft Circular that is proposed to be sent to Shareholders
after the closure of the ABB. Following its publication, the
Shareholder Circular will be available on the Group's website at
https://www.mercpl.com/article/investor-relations/shareholder-circulars/9
.
Extension of unsecured loan facility
As announced by the Company on 19 August 2021, an affiliate of
Hunch Ventures and the Company's Indian subsidiary, Karanja
Terminal and Logistics Private Limited ("KTLPL") entered into an
unsecured loan of approximately GBP4.4 million for the purposes of
KTLPL's business operations (the "Loan"). The parties to the Loan
have agreed to extend the term of the loan to 15 June 2025 by way
of an addendum to the loan dated 8 June 2023 (the "Hunch Loan
Addendum").
Jeremy Warner-Allen, Chairman of Mercantile, said:
"Over recent months, we have been focused on executing on the
exciting growth opportunities presented by our Karanja Port
Facility. As announced in February and March this year, we have
secured several new contracts in Q1 2023 that underpin our
confidence in accelerating utilisation levels at the Karanja Port
Facility. Karanja Port is a uniquely located, long-term strategic
asset located in a fast-growing economy, and this fundraise means
that the Group will benefit strongly from positioning the Group's
debt profile to match the long-term, back-ended cash flow
generation curve that is typical of infrastructure projects such as
the Karanja Port.
Further to the announcement made by the Company in December
2022, the Board remains confident that trading results for the full
year ending 31 December 2022 will be in line with market
guidance."
For the purposes of UK MAR, the person responsible for arranging
release of this announcement on behalf of the Company is Jay Mehta,
Managing Director.
For further information, please visit www.mercpl.com or
contact:
MPL c/o SEC Newgate
+44 (0) 20 3757 6880
Cenkos Securities plc Stephen Keys
(Nomad and Broker) +44 (0) 20 7397 8900
------------------------------
SEC Newgate Elisabeth Cowell/ Bob Huxford
(Financial Communications) +44 (0) 20 3757 6880
mpl@newgatecomms.com
------------------------------
Expected timetable of principal events
Event Time and date (as
applicable)
Announcement of the Equity Fundraising 4.30 p.m. on 8 June
2023
Announcement of the result of the Placing and Subscription 7.00 a.m. on 9 June
2023
Announcement of the result of the Retail Offer 7.00 a.m. on 13 June
2023
Latest Practicable Date 7 June 2023
Publication and posting of the Circular 9 June 2023
Latest time and date for receipt of completed Forms 11.00 a.m. on 23 June
of Proxy to be valid at the General Meeting 2023
General Meeting 11.00 a.m. on 27 June
2023
Announcement of results of the General Meeting 27 June 2023
Expected date when Admission is effective and unconditional 8.00 a.m. on 28 June
dealings in the New Ordinary Shares on AIM commence 2023
Expected date for crediting of the New Ordinary Shares 28 June 2023
in uncertificated form to CREST members' accounts
Expected date of dispatch of share certificates in Within 10 Business
respect of the New Ordinary Shares in certificated Days of Admission
form
(1.) Each of the times and dates above are indicative only and
are subject to change. If any of the above times and/or dates
change, the revised times and/or dates will be notified by the
Company to the Shareholders by announcement through an RIS.
(2.) A paper proxy form will not be enclosed with the Circular.
Shareholders are able to vote online by logging on to https://
www.signalshares.com and following the instructions provided or, in
the case of CREST members, by using the CREST electronic Form of
Proxy appointment service set out in notes 9 to 11 to the Notice of
General Meeting in the Circular. A hard copy Form of Proxy can be
requested from the Registrars, further details of which are set out
in note 15 to the Notice of General Meeting. If you have questions
on how to complete the Form of Proxy, please contact the Registrars
on 0371 664 0300 or, if phoning from outside the UK, on +44 371 664
0300. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 09:00
- 17:30, Monday to Friday (excluding public holidays in England and
Wales).
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to London Stock Exchange plc (the
"London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Singapore, Japan or the Republic of South Africa, or any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction (the
"Restricted Jurisdictions").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The New Ordinary Shares referred to herein have not
been and will not be registered under the Securities Act and may
not be offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of New
Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or Cenkos Securities or
any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to such New Ordinary
Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement.
This Announcement is directed only at persons in member states
of the European Economic Area ("EEA") ("Member States") who are
"qualified investors" in such Member State within the meaning of
Article 2 (e) of the Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or in the United Kingdom of Great Britain and Northern
Ireland (the "United Kingdom") within the meaning of the EU
Prospectus Regulation as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") ("Qualified Investors"). In addition, in the United
Kingdom, this Announcement is directed only at: (i) Qualified
Investors who have professional experience in matters relating to
investments falling within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "FPO"); (ii) Qualified Investors who are high
net worth companies, unincorporated associations or other bodies
within the meaning of Article 49(2)(a) to (d) of the FPO; and/or
(iii) persons to whom it may otherwise be lawfully communicated
(each, a "Relevant Person"). No other person should act on or rely
on this Announcement and persons distributing this Announcement
must satisfy themselves that it is lawful to do so. By accepting
the terms of this Announcement, investors represent and agree that
they are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Equity Fundraising relate is
available only to Relevant Persons and will be engaged in only with
Relevant Persons. As regards all persons other than Relevant
Persons, the details of the Equity Fundraising set out in this
Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the London Stock
Exchange or any other securities exchange.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of (the Financial Services
and Markets Act 2000, as amended ("FSMA") by Cenkos Securities or
any other person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation ) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement 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 Group.
Cenkos Securities, which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and for no one
else in connection with the Equity Fundraising and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities or for
providing advice in relation to the New Ordinary Shares, 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 or on behalf of the Company, Cenkos
Securities, or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The New Ordinary Shares to be issued pursuant to the Equity
Fundraising will not be admitted to trading on any stock exchange
other than to trading on AIM, being the market of that name
operated by the London Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Equity Fundraising, and no public offering of New Ordinary Shares
is being or will be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
The New Ordinary Shares are being issued pursuant to applicable
securities laws.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (a)
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 (b) 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
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Cenkos
Securities will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own UK target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cenkos Securities will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I - EXTRACTS FROM THE CIRCULAR
1. Introduction
The Company has announced a conditional Equity Fundraising
comprising a Placing, Subscription and Retail Offer to raise
GBP10,050,000 million before Expenses by the issue of up to
335,000,000 New Ordinary Shares at the Issue Price of 3 pence per
New Ordinary Share.
The Placing will raise GBP3 million (before applicable Expenses)
by the issue by the Company of 100,000,000 Placing Shares to new
and existing institutional investors at the Issue Price. The
Company is undertaking the Placing by way of an accelerated
bookbuild, which is not underwritten. Further details on the terms
of the Placing are set out at paragraph 4 of Appendix I of this
Announcement.
Under the Subscription:
(a) Hunch Ventures, the Company's India-based strategic
investor, has conditionally agreed to subscribe for, and the
Company has agreed to issue, 125,000,000 Subscription Shares at the
Issue Price on Admission, representing gross subscription proceeds
of GBP3,750,000;
(b) Sapphire and Trans Global, investors that have knowledge of
the Company through the Company's customers Esquire Shipping and
Rudra Marine Services, have conditionally agreed to subscribe for,
and the Company has agreed to issue, 50,000,000 Subscription Shares
and 16,666,667 Subscription Shares (respectively) at the Issue
Price on Admission, representing gross subscription proceeds of
GBP2,000,000; and
(c) Jay Mehta, managing Director, has also conditionally agreed
to subscribe for, and the Company has agreed to issue, 3,333,333
Subscription Shares at the Issue Price, representing gross
subscription proceeds of GBP99,999.99.
The aggregate gross proceeds of the Subscription amount to
approximately GBP5,850,000. Further details on the terms of the
Subscription are set out at paragraph 5 of Appendix I of this
Announcement.
Hunch Ventures, Karanpal Singh (the ultimate beneficial owner of
Hunch Ventures and a Non-Executive Director) and Amit Dutta
(nominee of Hunch Ventures and a Non-Executive Director) are
members of the Hunch Concert Party, being persons who are acting in
concert for the purposes of the Takeover Code. Following completion
of the Subscription, the Hunch Concert Party's shareholding in the
Company will increase from 11,819,712 Existing Ordinary Shares,
representing 28.48% of the Existing Ordinary Shares, to 136,819,712
Ordinary Shares, representing 40.7% of the Enlarged Share Capital
(assuming completion of the Placing and the Subscription and no
take up under the Retail Offer). Accordingly, the Hunch Concert
Party will therefore be interested in Ordinary Shares carrying 30%
or more of the voting rights of the Company following the allotment
and issue of the Subscription Shares to Hunch Ventures pursuant to
the Hunch Subscription Agreement.
The Company has consulted the Takeover Panel, and the Takeover
Panel has agreed to waive the requirement for the Hunch Concert
Party to make an offer under Rule 9 of the Takeover Code in cash
for Ordinary Shares in the Company which might otherwise arise as a
result of the issue and allotment of the Subscription Shares to
Hunch Ventures, subject to the Rule 9 Waiver Resolution (as set out
in the Notice of General Meeting) being passed on a poll of the
Independent Shareholders. To be passed, a simple majority of the
votes cast by the Independent Shareholders must be in favour of the
Rule 9 Waiver Resolution.
In addition, in order to provide Shareholders who have not taken
part in the Placing or Subscription with an opportunity to
participate in the Equity Fundraising, there will be a separate
conditional Retail Offer via the Bookbuild platform to raise gross
proceeds of up to GBP1.2 million at the Issue Price. The Company
has made a separate announcement regarding the Retail Offer and its
terms. Those Shareholders who subscribe for Retail Shares, will do
so pursuant to the terms and conditions of the Retail Offer
contained in that announcement. Further details on the terms of the
Retail Offer are set out at paragraph 6 of Appendix I of this
Announcement.
The Equity Fundraising is conditional, inter alia, upon the
Shareholders approving the Resolutions at the General Meeting that
will grant to the Directors the authority to issue the New Ordinary
Shares and the power to disapply pre-emption rights set out in the
Articles in respect of the New Ordinary Shares. The Resolutions are
contained in the Notice of General Meeting at Part VIII - Notice of
General Meeting of the Circular.
Application will be made to the London Stock Exchange for
Admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission will occur no later than 8.00 a.m. on 28
June 2023 or such later time and/or date as Cenkos Securities and
the Company may agree. The New Ordinary Shares will, upon issue,
rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after their date of issue.
The Issue Price represents a discount of approximately 29.4% to
the closing middle market price of 4.25 pence per Existing Ordinary
Share on 7 June 2023 (being the Latest Practicable Date).
The purpose of the Circular is to explain the background to and
reasons for the Equity Fundraising, the use of proceeds, the
details of the Equity Fundraising and to recommend that you vote in
favour of the Resolutions (including the Rule 9 Waiver Resolution).
The Company has received irrevocable undertakings from Hunch
Ventures and the Shareholder Directors and a letter of intention
from M&G Investment Management Limited to vote (or to procure
the voting) in favour of the Resolutions at the General Meeting, as
further detailed in paragraph 15 of Appendix I of this
Announcement.
2. Current status of the Facility and the Group
Business overview
The Group operates and continues to develop a port and logistics
facility in Navi Mumbai, Maharashtra, India. The Group has proven
its capability as a facility for bulk materials, break-bulk cargo,
and project cargo, and continues to grow its order book, evidenced
by recent contract wins with Rudra Marine Services for the handling
of liquid commodities, and the signing of a memorandum of
understanding with an operator of a terminal at the major
international gateway port, JNPT.
The Group is pleased with the progress made in developing a
modern logistics complex spread over approximately 100 acres of
land. On completion, the Facility will be uniquely positioned to
capitalise on the growing levels of commerce in the Maharashtra
region, and will include a container freight station, cold chain
facility, reefer container zone and logistics facility dedicated to
handling perishable commodities.
Business update
The Group experienced its first full year of uninterrupted
operations at the Facility in 2022, handling over 1.2 million MTs
of bulk cargo (an increase from approximately 0.2 million MTs in
2021) including coal, steel, cement, olivine flux and project cargo
through both contracted agreement and spot market demand. The Group
is further pleased with the performance of its four-year contract
with the Tata Projects and Daewoo Engineering through a joint
venture to construct the Mumbai Trans-Harbour Link, underpinning
the Group's ability to deliver value to large infrastructure
projects.
In addition, the Group has signed several other contracts,
including:
-- a 10-year contract with one of the largest regional coal
transfers, which is expected to produce volumes of 1 million MTs,
1.5 million MTs and 2 million MTs in the first, second and third
years of operation, respectively; and
-- a 20-year contract with one of the largest cement companies
in India for the retail handling of cement and the development of a
dedicated cement terminal at the Facility for customers.
Having secured customers that wish to utilise the Facility, the
Directors' focus continues to centre on increasing margins by
providing additional volume and higher-margin services to new and
existing customers.
In addition to the Mumbai Trans-Harbour Link, several
significant infrastructure projects are taking place in the region,
such as the construction of the Navi Mumbai International Airport
(located 20 km from the Facility), and the development of the
fourth terminal at JNPT. Each of these projects will require vast
quantities of steel, cement and other materials, and the Directors
expect the Facility to play an important role in the logistics for
the construction of some of these projects.
The Group has successfully received the necessary governmental
permissions to handle cargo containers at the Facility, and this is
expected to become the dominant revenue stream for the Group in the
medium term. The government permissions allow the Facility to
receive containers directly from JNPT, enabling customers to avoid
lengthy delays in transportation bottlenecks. Services will include
the stuffing and de-stuffing of containers, groupage and other
logistical operations. This is an important development for the
Group, not only in accordance with the Group's plans to service the
container market that is significantly bigger than bulk cargo, but
also in improving the revenue mix of the Group towards
higher-margin container business. The Group undertook trial
shipments of containers in March 2023 and Directors expect that the
Group will derive its first revenues from the handling and movement
of container cargo over the next six to eight months.
The Group is delighted with the continued support that it has
received from the MMB. Whilst the Directors' focus continues to be
on completing the build-out and utilisation of the Facility to 200
acres, permission remains to extend the Facility to 400 acres, with
2,000 metres of sea frontage, which the Directors intend to pursue
when aligned with capacity requirements. The Directors believe that
strong support from the government across the local, regional, and
national level will reaffirm the Facility's position as a long-life
strategic asset.
The Federal Government of India has initiated a new logistics
policy and has announced the development of Multimodal Logistics
Parks (MMLPs) at 35 strategic locations across the State of
Maharashtra in partnership with the State of Maharashtra government
at a capital cost of approximately US$ 6 billion. The Directors
believe that the strategic location of the Facility is well suited
for developing a profitable MMLP and is actively pursuing a
partnership with the State of Maharashtra.
FY21 debt restructuring
On 16 June 2021, the Company announced that it had successfully
restructured the Debt Facility after an extensive due diligence
process conducted by its banking consortium. The INR 475.57 crores
debt (approximately GBP46.2 million) is at a reduced interest rate
(from 13.45% to 9.5% per annum), and KTLPL also benefitted from a
moratorium on interest payments until February 2022 (in recognition
of the severity of the COVID-19 pandemic in India) and the
extension of the commencement of amortization of the principal loan
by 24 months from October 2020 to October 2022. The Directors
considered this event to be a clear endorsement of the Company's
strategy and recognition of the status and viability of the
Facility.
Given the progress that the Company has made, the Directors
believe that the Company can secure more favourable terms, which
are better suited to the growth profile of the business. As such,
the Company is in advanced discussion with its banking consortium
and is confident that it will be able to achieve an extension to
the term of the debt from seven years to fourteen years and for the
amortization of the principal loan until March 2025. In addition,
the Company has discussed opportunities to completely refinance its
debt on more favourable terms with an international lender. The
strengthening of the Company's balance sheet by the Equity
Fundraising is expected to assist the Company in these
negotiations.
The unsecured loan facility of approximately GBP4.4 million that
was provided by an affiliate of Hunch Ventures to KTLPL at the time
of the 2021 Launch Announcement remains undrawn by the Group and
has been extended to 15 June 2025 by way of an addendum dated 8
June 2023.
Trading update and outlook
The Board will announce its results for the year ended 31
December 2022 next month, and expects to report an increase in
revenue of 161% year-on-year to not less than GBP4.7 million;
adjusted EBITDA loss is expected to be GBP0.3 million (2021: GBP3.7
million loss); and net debt is expected to be GBP43.7 million at
year end. Each figure announced above hereby remains subject to
audit. Trading so far this calendar year is in line with
management's expectations, with volumes levels increasing and the
Facility looking forward to handling container cargo.
3. Background and reasons for the Equity Fundraising
The Company intends to raise GBP10,050,000 by way of the Equity
Fundraising. The Net Proceeds of the Equity Fundraising are
expected to be approximately GBP9,250,000. The key objective of the
Equity Fundraising is to enable the Group to repay GBP750,000 of
the accrued but unpaid interest under the Debt Facility, to fund
capital expenditure relating to the Group's business and to provide
working capital for the Group.
The Directors believe that the Group will benefit strongly from
positioning the Group's debt profile to match the long-term,
back-ended cash flow generation curve that is typical of
infrastructure projects such as the Facility. The Equity
Fundraising will strengthen the Group's balance sheet and place it
in a strong position to negotiate a new debt facility on more
preferable terms. As stated above, the Group is in discussions with
its existing and new debt providers to refinance the Group's
existing debt.
The Directors believe that the Equity Fundraising will unlock
significant free cashflow generation through increased utilisation
of the Facility and enable management to pursue the strategic shift
to container handling, resulting in higher operating margins.
The Directors gave careful consideration to the structure of the
Equity Fundraising and concluded that the Placing, together with
the Subscription and the Retail Offer, is the most suitable option
available to the Company and its Shareholders at this time.
4. The Placing
The Company has conditionally raised GBP3 million before
applicable Expenses by the conditional Placing of 100,000,000
Placing Shares at the Issue Price to the Placees. Jeremey Warner
Allen and Lord Howard Flight, who are Non-Executive Directors, have
agreed to participate in the Placing.
The Placing Shares are not being offered to the public in any
jurisdiction, and none of the Placing Shares are being offered or
sold in any jurisdiction, where it would be unlawful to do so,
including any Restricted Jurisdiction.
Cenkos Securities, as agent for the Company, has agreed to use
its reasonable endeavours to procure Placees for the Placing Shares
at the Issue Price by way of an accelerated bookbuild process on
and subject to the terms of the Placing Agreement. Placees who
applied to subscribe for the Placing Shares did so on the basis of
the terms and conditions of the Placing set out in Appendix II to
the Announcement. The Placing is not underwritten.
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) each of the Placing Agreement and the Subscription
Agreements becoming or being declared unconditional in all respects
and not having been terminated in accordance with its terms prior
to Admission; and
(c) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 29 December 2023 or such later time
and/or date as Cenkos Securities and the Company may agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to the Placees (at the Placees' risk and without interest)
as soon as possible thereafter.
The Placing Shares are not subject to clawback.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for
Admission of the Placing Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 28 June 2023 at which time it is also expected that the
Placing Shares will be enabled for settlement in CREST.
In accordance with the terms of the Placing Agreement, the
Company shall issue and allot 13,359,166 Placing Shares to Cenkos
Securities in satisfaction of the Company's obligation to pay
certain fees to Cenkos Securities under the Placing Agreement.
5. The Subscription
Hunch Ventures, Sapphire, Trans Global and Jay Mehta have agreed
to subscribe for an aggregate 195,000,000 Subscription Shares at
the Issue Price. The aggregate subscription monies payable by the
Subscribers in respect of the Subscription Shares amounts to
GBP5,850,000.
Hunch Ventures must pay its subscription monies by close of
business on the date being two Business Days prior to the intended
date for Admission, and Jay Mehta must pay his subscription monies
by close of business on the date being three Business Days prior to
the intended date for Admission. Sapphire and Trans Global must pay
their respective subscription monies by 15 June 2023.
The Subscription is conditional on:
(a) the passing of the Resolutions at the General Meeting; and
(b) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 31 December 2023 or such later date as
the Company, Cenkos Securities and Hunch Ventures, Sapphire or
Trans Global (as applicable) may agree in writing.
If any of the conditions are not satisfied, the Subscription
Shares will not be issued to the Subscriber.
The Subscription Shares are not subject to clawback. The
Subscription is not being underwritten.
The Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Further details of the terms of the Subscription Agreements are
set out in the Circular.
Application will be made to the London Stock Exchange for
Admission of the Subscription Shares to trading on AIM. It is
expected that Admission will occur and that dealings will commence
at 8.00 a.m. on 28 June 2023, at which time it is also expected
that the Subscription Shares will be enabled for settlement in
CREST.
6. The Retail Offer
The Company values its Shareholder base and believes that it is
appropriate to provide eligible retail Shareholders in the United
Kingdom the opportunity to participate in the Retail Offer. The
Retail Offer will allow retail Shareholders to participate in the
Equity Fundraising by subscribing for Retail Shares at the Issue
Price via Bookbuild.live.
Cenkos Securities will be acting as the Retail Offer Coordinator
in relation to the Retail Offer.
Eligible retail Shareholders can contact their intermediary to
participate in the Retail Offer. In order to participate in the
Retail Offer, each intermediary must be on-boarded onto the
BookBuild platform, have an active trading account with the Retail
Offer Coordinator and have been approved by the Retail Offer
Coordinator as an intermediary in respect the Retail Offer, and
agree to the final terms and the Retail Offer terms and conditions,
which regulate the conduct of the Retail Offer on market standard
terms and provide for the payment of commission to any intermediary
that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer
Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own
account. Eligible retail Shareholders who wish to participate in
the Retail Offer should confirm separately with any intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible retail Shareholders in
the United Kingdom at 4.35 p.m. on 8 June 2023 on the following
website:
https://www.bookbuild.live/deals/DX72E1/authorised-intermediaries.
The Retail Offer is expected to close by no later than 4.30 p.m. on
12 June 2023. Eligible retail Shareholders should note that
financial intermediaries may have earlier closing times. The Retail
Offer may close early if it is oversubscribed.
To be eligible to participate in the Retail Offer, applicants
must meet the following criteria before they can submit an order
for Retail Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the
United Kingdom; and (iii) be a Shareholder (which may include
individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their
Ordinary Shares directly or indirectly through a participating
intermediary).
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application under the Retail Offer without giving any reason for
such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018. The aggregate total consideration for
the Retail Offer will not exceed EUR8 million (or the equivalent in
Pounds Sterling) and therefore the exemption from the requirement
to publish a prospectus, set out in section 86(1) FSMA, will
apply.
The Retail Shares are not being offered generally in the UK or
elsewhere. It is expected that the proceeds of the Retail Offer due
to the Company will be received by it soon after Admission.
The Retail Announcement will be made following this Announcement
on 8 June 2023 and contains further information on how investors
can participate in the Retail Offer.
The Retail Offer remains conditional on, inter alia:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing being or becoming wholly unconditional; and
(c) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 29 December 2023 or such later time
and/or date as Cenkos Securities and the Company may agree.
The Retail Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for
Admission of the Retail Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 28 June 2023, at which time it is also expected that the
Retail Shares will be enabled for settlement in CREST.
7. Admission, Settlement and CREST
The Placing, the Subscription and the Retail Offer are
conditional, inter alia, on:
(a) the passing of the Resolutions at the General Meeting; and
(b) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 28 June 2023 or such later time and/or
date as Cenkos Securities and the Company may agree.
Application will be made to the London Stock Exchange for
Admission of the Placing Shares, the Subscription Shares and Retail
Shares to trading on AIM. The Ordinary Shares are not traded on any
other recognised investment exchange and no application has been,
or will be, made for the New Ordinary Shares or the Existing
Ordinary Shares to be admitted to trading on any other recognised
trading exchange. It is expected that Admission will occur and that
dealings will commence at 8.00 a.m. on 28 June 2023, at which time
it is also expected that the New Ordinary Shares will be enabled
for settlement in CREST.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic rather than paper form. The
Existing Ordinary Shares are already admitted to CREST and
therefore the New Ordinary Shares will also be eligible for
settlement in CREST. CREST is a voluntary system and participants
who wish to retain certificates will be able to do so upon request.
The New Ordinary Shares due to uncertificated holders are expected
to be delivered in CREST on 28 June 2023.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
8. Effects of the Equity Fundraising
Upon Admission, and assuming that there is full take up of the
Retail Offer, the Enlarged Share Capital is expected to be
376,499,699 Ordinary Shares. On this basis, the New Ordinary Shares
will represent approximately 89.0% of the Enlarged Share Capital,
as follows:
-- the Placing Shares will represent approximately 26.6% of the
Enlarged Share Capital;
-- the Subscription Shares will represent approximately 51.8% of
the Enlarged Share Capital; and
-- the Retail Shares will represent approximately 10.6% of the Enlarged Share Capital.
9. Market and Macroeconomic Dynamics
Indian Macroeconomic Environment
On December 6, 2022, the World Bank revised its GDP growth
outlook for India for 2022-23 from 6.5% to 6.9%, on the back of the
economy's strong performance in Q2. The World Bank went on to say
that the nation was "well placed" to steer through any potential
global headwinds in 2023. The International Monetary Fund (IMF)
expects India to grow by 5.9% in FY 2023-24 and by an average rate
of 6.1% over the next five years.
There have been numerous predictions of consumption-driven
growth in India, given the country's large, young, and rising upper
middle-income population (with a high propensity to spend).
Alongside this, the Directors believe that investment (both
domestically and from outside India), particularly in logistics and
infrastructure, will play an important role in encouraging
sustained, domestic, demand-led, growth for decades to come. In
summary, the Directors believe that the Indian economy remains an
attractive place for investors.
Indian Shipping and Port Industry
India's economic strength is placing substantial stress on its
port and logistics infrastructure, an aspect in which India lags
behind its counterparts (ranked 38th globally in World Bank
'International Logistics Ranking' 2022).
During the financial year ended 31 March 2021, cargo traffic at
major ports in the country was reported at 672 million tonnes.
India's vast coast line (c.7,500 km) and inland water ways
(c.14,500 km) offer substantial opportunities for domestic cargo
transportation. The Directors consider Karanja to be well
positioned, both in location and berth size, to accommodate ships
used for domestic cargo transportation.
The cost per tonne per km of moving cargo by sea or inland
waterway routes can be 60 to 80% lower than by road or rail.
However, India's maritime logistics sector is under-utilised when
compared to its road and railway logistics sectors.
Despite the under-utilisation of ports as a transportation
method, India's Major Ports continue to be heavily congested. This
results in inefficiencies, an average turnaround time, being the
time in which a vessel can be loaded or discharged of cargo, of 2.3
days compared to only 1 day and 1.2 days in China and the United
States respectively, which the Indian government fears could hamper
India's potential for wider economic growth.
According to the Ministry of Shipping, around 95% of India's
trading by volume and 70% by value is done through maritime
transport. In November 2020, the Prime Minister, Mr. Narendra Modi
renamed the Ministry of Shipping as the Ministry of Ports, Shipping
and Waterways.
India has 12 major and 205 notified minor and intermediate
ports. Under the National Perspective Plan for Sagarmala, six new
mega ports will be developed in the country. The Indian ports and
shipping industry play a vital role in sustaining growth in the
country's trade and commerce. India is the sixteenth-largest
maritime country in the world with a coastline of about 7,517 kms.
The Indian Government plays an important role in supporting the
ports sector. It has allowed Foreign Direct Investment (FDI) of up
to 100% under the automatic route for port and harbour construction
and maintenance projects. It has also facilitated a 10-year tax
holiday to enterprises that develop, maintain and operate ports,
inland waterways and inland ports.
The Directors believe that this further validates the Group's
investment in the Facility to date and represents opportunities now
that the Facility is fully operational.
JNPT is located twelve nautical miles via sea and 8 km via road
from Karanja. The proximity of the Facility to JNPT is a key factor
that the Directors believe will contribute to the Company's
success. JNPT is India's largest container handler by volume and is
the primary gateway for container shipments in India. JNPT accounts
for approximately 50%. of India's container traffic. Congestion
issues have been a recent problem at JNPT, with poor evacuation
infrastructure leading to high levels of congestions and resulting
in an inability to grow volumes through the port. The Directors
believe that the Facility can play an important role in relieving
congestion at JNPT.
The JNPT port facility is expected to have further expansion,
and the Directors expect that the continued expansion of JNPT will
represent significant opportunities for the Company. In particular,
the Directors believe that the Company will benefit from the
Facility being able to:
-- offer coastal movement of cargos, servicing end users along
the industrialised west coast of India
-- ease congestion issues in the road network around Mumbai and JNPT.
The Directors continue to believe that the Facility will have
limited direct competition from surrounding Minor Ports due to the
Facility's proximity to JNPT and that the Facility will also
benefit from the proposed closure of Mumbai Port, which is planned
to be developed as prime real estate.
Domestic waterways have been found to be a cost-effective and
environmentally sustainable mode of freight transportation. The
government aims to have 23 waterways operational by 2030. As part
of the Sagarmala project, more than 574 projects worth 6 lakh crore
(US$ 82 bn) have been planned for implementation between 2015 and
2035.
At the Maritime India Summit 2021, the Ministry of Ports,
Shipping and Waterways identified a total of 400 projects worth
2.25 lakh crore (US$ 31 bn) investment potential.
10. CREST
CREST is a paperless settlement system enabling securities to be
evidenced otherwise than by a certificate and transferred otherwise
than by written instrument in accordance with the CREST
Regulations. The New Ordinary Shares will be eligible for CREST
settlement. Accordingly, following Admission, settlement of
transactions in the New Ordinary Shares may take place within the
CREST system if a Shareholder so wishes. CREST is a voluntary
system and Shareholders who wish to receive and retain share
certificates are able to do so. For more information concerning
CREST, Shareholders should contact their stockbroker or Euroclear
at 33 Cannon Street, London EC4M 5SB, United Kingdom or by
telephone on +44 (0) 20 7849 0000.
11. Related Party Transactions
Directors
Jay Mehta has agreed to subscribe for 3,333,333 Subscription
Shares in the Subscription for an aggregate subscription price of
GBP99,999.99.
The following Directors have agreed to participating in the
Placing by subscribing for Placing Shares as follows:
Director Number of Placing Total price (GBP)
Shares to be subscribed
for in the Placing
Jeremy Warner Allen 3,333,333 99,999.99
------------------------- ------------------
Lord Howard Flight 400,000 12,000
------------------------- ------------------
TOTAL 3,733,333 111,999.99
------------------------- ------------------
As each such Director is a related party of the Company pursuant
to the AIM Rules for Companies, their participation in the
Subscription or the Placing (as applicable) will be a related party
transaction for the purposes of Rule 13 of the AIM Rules for
Companies. In respect of each subscription by the Directors above
for Subscription Shares or Placing Shares (as applicable), the
Directors who are independent of that Subscription or Placing (as
applicable), having consulted with the Company's nominated advisor,
Cenkos Securities, consider that that the participation in the
Subscription or Placing by the Directors set out in the table above
is fair and reasonable insofar as the Shareholders are
concerned.
Hunch Ventures
Hunch Ventures, an undertaking controlled by Karanpal Singh (a
Non-Executive Director of the Company) and his wife Ms. Himangini
Singh, is a substantial Shareholder in the Company as it holds
28.48% of the Existing Ordinary Shares. Consequently, Hunch
Ventures is considered to be a related party of the Company for the
purposes of Rule 13 of the AIM Rules for Companies.
Hunch Ventures is subscribing for 125,000,000 Subscription
Shares under the Hunch Subscription, representing 37.1% of the
Enlarged Share Capital (assuming completion of the Placing and the
Subscription and no take up under the Retail Offer). In addition,
an affiliate of Hunch Ventures is providing an extension to the
existing unsecured loan facility made available to KTLPL at the
time of the 2021 Launch Announcement by way of the Hunch Loan
Addendum. The Hunch Subscription and the Hunch Loan Addendum
constitute related party transactions for the purposes of the AIM
Rules for Companies. The Directors who are independent of these
transactions, being Nikhil Gandhi, Jay Mehta, Jeremy Warner Allen,
Lord Howard Flight, John Fitzgerald, and Dmitri Tsvetkov, having
consulted with the Company's nominated advisor, Cenkos Securities,
consider that that the Hunch Subscription and the Hunch Loan
Addendum are fair and reasonable insofar as the Shareholders are
concerned.
12. Rule 9 of the Takeover Code
Application of the Takeover Code
The Company has its Ordinary Shares admitted to trading on AIM.
Accordingly, the Takeover Code applies to the Company. The Takeover
Code governs, inter alia, transactions which may result in a change
of control of a company to which the Takeover Code applies.
Under Rule 9.1 of the Takeover Code any person who acquires an
interest in shares which, taken together with shares in which that
person or any person acting in concert with that person is
interested, carry 30% or more of the voting rights of a company
which is subject to the Takeover Code is normally required to make
an offer to all the remaining shareholders to acquire their shares.
Similarly, Rule 9.1 of the Takeover Code also provides that when
any person, together with persons acting in concert that person, is
interested in shares which in aggregate carry not less than 30% of
the voting rights of a company but does not hold shares carrying
more than 50% of the voting rights of the company, an offer will
normally be required if such person or any person acting in concert
with that person acquires a further interest in shares which
increases the percentage of shares carrying voting rights in which
that person is interested.
An offer under Rule 9 of the Takeover Code must be made in cash
at the highest price paid by the person required to make the offer,
or any person acting in concert with such person, for any interest
in shares of the company during the 12 months prior to the
announcement of the offer.
The Company has agreed with the Takeover Panel that the
following persons are acting in concert in relation to the
Company:
-- Hunch Ventures, the Company's India-based strategic investor;
-- Karanpal Singh, the ultimate beneficial owner of Hunch
Ventures and a Non-Executive Director; and
-- Amit Dutta, nominee of Hunch Ventures and a Non-Executive Director.
The Hunch Concert Party currently holds 11,819,712 Existing
Ordinary Shares, representing 28.48% of the Existing Ordinary
Shares, which are held entirely by Hunch Ventures.
Following completion of the Hunch Subscription on Admission, the
Hunch Concert Party will be interested in 136,819,712 Ordinary
Shares, representing 40.7% of the voting rights of the Company
following Admission (assuming completion of the Placing and the
Subscription and no take up under the Retail Offer). A table
showing the respective individual interests in Ordinary Shares of
the members of the Hunch Concert Party on Admission and following
the completion of the Hunch Subscription is set out below:
Hunch Concert Existing Ordinary Percentage of Subscription Total Ordinary Percentage of the
Party member Shares the issued share Shares Shares following Enlarged Share
capital of the Admission Capital (1)
Company at the
Latest
Practicable Date
Hunch Ventures 11,819,712 28.48% 125,000,000 136,819,712 40.7%
Karanpal Singh - - - - -
Amit Dutta - - - - -
TOTAL 11,819,712 28.48% 125,000,000 136,819,712 40.7%
(1) Assuming completion of the Placing and the Subscription and
no take up under the Retail Offer.
Following completion of the Hunch Subscription on Admission, the
Hunch Concert Party will be interested in Ordinary Shares carrying
more than 30% of the voting rights of the Company but will not hold
shares carrying more than 50% of the voting rights of the Company.
For so long as they continue to act in concert, any increase in
their aggregate interests in shares will be subject to the
provisions of Rule 9 of the Takeover Code.
Rule 9 Waiver and Rule 9 Waiver Resolution
The issue and allotment by the Company of 125,000,000
Subscription Shares to Hunch Ventures pursuant to the Hunch
Subscription would normally trigger an obligation for an offer to
be made under Rule 9 of the Takeover Code. The Company has
consulted with the Takeover Panel and the Takeover Panel has agreed
to waive the requirement for an offer to be made in respect of the
subscription by Hunch Ventures for Subscription Shares pursuant to
the Hunch Subscription, subject to the approval by a vote of
Independent Shareholders of the Company on a poll at the General
Meeting. The Rule 9 Waiver Resolution seeks this approval. Hunch
Ventures, Subscribers and Placees are not considered to be
independent and will not be entitled to vote on the Rule 9 Waiver
Resolution. Accordingly, should Independent Shareholders approve
the Rule 9 Waiver Resolution, the Takeover Panel has agreed to
waive the requirement for the Hunch Concert Party to make an offer
under Rule 9 of the Takeover Code as a result of the allotment and
issue of Subscription Shares by the Company pursuant to the Hunch
Subscription. In the event that the Rule 9 Waiver Resolution is
approved by the Independent Shareholders, no member of the Hunch
Concert Party will be restricted from making an offer under Rule 9
of the Takeover Code.
13. Risk Factors
Shareholders and other prospective investors in the Company
should be aware that an investment in the Company involves a high
degree of risk. Your attention is drawn to the risk factors which
will be set out in Part VI - Risk Factors of the Circular.
14. General Meeting
The Directors do not currently have sufficient authority to
issue all of the New Ordinary Shares pursuant to the Equity
Fundraising and, accordingly, the Board is seeking the approval of
Shareholders to issue the New Ordinary Shares at the General
Meeting.
A notice convening the General Meeting, which is to be held at
registered office of the Company at 1st Floor, Tudor House, Le
Bordage, St Peter Port, Guernsey GY1 1DB at 11.00 a.m. on 27 June
2023, will be set out in Part VIII - Notice of General Meeting of
the Circular. At the General Meeting, the Resolutions will be
proposed to authorise the Directors to issue relevant securities
pursuant to the Placing, the Subscription and the Retail Offer, and
to issue such relevant securities on a non-pre-emptive basis.
The authorities to be granted pursuant to the Resolutions shall
expire on whichever is the earlier of the conclusion of the General
Meeting of the Company to be held in 2023 or the date falling six
months from the date of the passing of the relevant Resolutions
(unless renewed, varied or revoked by the Company prior to or on
that date), and shall be in addition to any existing Directors'
authorities to issue relevant securities and dis-apply statutory
pre-emption rights. You should read the Resolutions in full as set
out in Part VIII - Notice of General Meeting of the Circular.
The Resolutions proposed will facilitate the completion of the
Equity Fundraising. The Company will receive 3 pence per New
Ordinary Share, which the Directors consider to be a fair and
reasonable amount per share on the basis that the closing market
price on 7 June 2023 (being the Latest Practicable Date) was 4.25
pence per Existing Ordinary Share.
15. Irrevocable undertakings
The Company has received irrevocable undertakings from Hunch
Ventures and the Shareholder Directors (other than Nikhil Gandhi
and John Fitzgerald) to vote (or to procure the voting) in favour
of the Resolutions (save for the Rule 9 Waiver Resolution) at the
General Meeting in respect of their entire aggregate beneficial
holdings of 12,832,158 Existing Ordinary Shares, representing
approximately 30.9% of the Existing Ordinary Shares.
The Company has also received an irrevocable undertaking from
John Fitzgerald to vote (or to procure the voting) in favour of the
Resolutions (including the Rule 9 Waiver Resolution) at the General
Meeting in respect of his entire aggregate beneficial holdings of
56,583 Existing Ordinary Shares, representing approximately 0.14%
of the Existing Ordinary Shares.
In addition to the irrevocable undertakings, the Company has
received a letter of intention from M&G Investment Management
Limited to vote in favour of the Resolutions (including the Rule 9
Waiver Resolution) in respect of 3,970,000 Existing Ordinary
Shares, representing approximately 9.57% of the Existing Ordinary
Shares.
Therefore, the Company has received:
(a) irrevocable undertakings, in aggregate, to vote in favour of
the Resolutions (excluding the Rule 9 Waiver Resolution) in respect
of 12,832,158 Existing Ordinary Shares, representing approximately
30.9% of the Existing Ordinary Shares;
(b) an irrevocable undertaking to vote in favour of the
Resolutions (including the Rule 9 Waiver Resolution) in respect of
56,583 Existing Ordinary Shares, representing approximately 0.14%
of the Existing Ordinary Shares; and
(c) a letter of intention from M&G Investment Management
Limited to vote in favour of the Resolutions (including the Rule 9
Waiver Resolution) in respect of 3,970,000 Existing Ordinary
Shares, representing approximately 9.57% of the Existing Ordinary
Shares.
16. Action to be taken in respect of the General Meeting
Shareholders will not receive a hard-copy Form of Proxy for the
General Meeting. Instead, you will find instructions in the section
entitled "Notes" in the Notice of General Meeting to enable you to
vote electronically and how to register to do so. To register, you
will need your "Investor Code", which can be found on your share
certificate.
Shareholders may request a paper Form of Proxy from the
Registrars if they do not have access to the internet. Proxy votes
should be submitted as early as possible and in any event by no
later than 11.00 a.m. on 23 June 2023 (or, in the case of an
adjournment, no later than 48 hours (excluding non-working days)
before the time fixed for holding of the adjourned meeting).
The completion and return of a Form of Proxy will not preclude
you from attending and voting in person at the General Meeting, or
any adjournment thereof, should you wish to do so.
17. Recommendation
The Board believes that the Equity Fundraising and passing of
the Resolutions (save for the Rule 9 Waiver Resolution) are in the
best interests of the Company and the Shareholders, taken as a
whole. Accordingly, the Board unanimously recommends that the
Shareholders vote in favour of the Resolutions (save for the Rule 9
Waiver Resolution).
The Takeover Code requires the Board to obtain competent
independent advice regarding the Rule 9 Waiver which is the subject
of the Rule 9 Waiver Resolution, the controlling position which it
will create, and the effect it will have on the Shareholders
generally. The Independent Directors, who have been so advised by
Cenkos Securities, consider that the Hunch Subscription, the Rule 9
Waiver and the controlling position which it will create to be fair
and reasonable so far as the Shareholders are concerned and in the
best interests of the Shareholders and the Company as a whole.
Accordingly, the Independent Directors unanimously recommend that
the Independent Shareholders vote in favour of the Rule 9 Waiver
Resolution.
Shareholders should note that of the Independent Directors, only
John Fitzgerald will vote on the Resolutions (including the Rule 9
Waiver Resolution). Dmitri Tsvetkov will not vote on the
Resolutions (including the Rule 9 Waiver Resolution) as he does not
hold any Existing Ordinary Shares and Nikhil Gandhi is unable to
vote or procure the voting of the 983,512 Existing Ordinary Shares
to which he was beneficially entitled as SKIL Global Ports &
Logistics Limited, the entity wholly-owned by Mr. Gandhi which held
such Existing Ordinary Shares, was dissolved by way of Guernsey
registrar compulsory strike-off order on or around 4 June 2021 and
such Existing Ordinary Shares are currently held by His Majesty's
Receiver General in the Bailiwick of Guernsey.
In accordance with the requirements of the Takeover Code,
Shareholders who are participating in the Subscription or the
Placing (including the Shareholder Directors) are not considered
Independent Shareholders for the purpose of the Rule 9 Waiver
Resolution and will not vote their interests in the Existing
Ordinary Shares in respect of the Rule 9 Waiver Resolution.
The Equity Fundraising is conditional, inter alia, upon the
passing of the Resolutions at the General Meeting. Shareholders
should be aware that if the Resolutions are not approved at the
General Meeting, the Equity Fundraising will not proceed.
DEFINITIONS
"2021 Launch Announcement" the RIS announcement entitled "Proposed Placing
and Subscription to raise minimum GBP9.5 million
by way of accelerated bookbuild, PrimaryBid
offer at a price of 0.45 pence per share, Share
Consolidation and Notice of Extraordinary General
Meeting" issued by the Company on 19 August
2021.
"Admission" the admission of the New Ordinary Shares to
trading on AIM in accordance with the AIM Rules
for Companies.
"affiliate" an affiliate of, or person affiliated with,
a person; a person that, directly or indirectly,
or indirectly through one or more intermediaries,
controls or is controlled by, or is under common
control with, the person specified.
"AIM" AIM, the market of that name operated by the
London Stock Exchange.
"AIM Rules for Companies" the AIM Rules for Companies and guidance notes
as published by London Stock Exchange from time
to time.
"AIM Rules for Nominated the AIM Rules for Nominated Advisers issued
Advisers" by the London Stock Exchange setting out the
eligibility, ongoing responsibilities and certain
disciplinary matters in relation to nominated
advisers, as amended or re-issued from time
to time.
"Announcement" the RIS announcement issued by the Company on
8 June 2023 in relation to the Equity Fundraising.
"Articles" the articles of incorporation of the Company
in force from time to time.
"Board" or "Directors" the directors of the Company as at the date
of this Announcement.
"BookBuild" BB Technology Ltd, a private limited company
incorporated in England and Wales with registered
number 13508012.
"Business Day" any day on which the London Stock Exchange is
open for business and banks are open for business
in London; excluding Saturdays and Sundays.
"Cenkos Securities" Cenkos Securities plc.
"Company" Mercantile Ports & Logistics Limited.
"control" (i) the power (whether by way of ownership of
shares, proxy, contract, agency or otherwise)
to: (a) cast, or control the casting of, more
than 50% of the maximum number of votes that
might be cast at a general meeting of the Company;
or (b) appoint or remove all, or the majority,
of the Directors or other equivalent officers
of the Company; or (c) give directions with
respect to the operating and financial policies
of the Company with which the Directors or other
equivalent officers of the Company are obliged
to comply; and/or (ii) the holding beneficially
of more than 50% of the issued shares of the
Company (excluding any issued shares that carry
no right to participate beyond a distribution
of either profits or capital), but excluding
in the case of each of (i) and (ii) any such
power or holding that arises as a result of
the issue of Ordinary Shares by the Company
in connection with an acquisition.
"COVID-19" disease caused by the respiratory virus SARS-CoV-2
and its variants.
"CREST" or "CREST the system for the paperless settlement of trades
system" in securities and the holding of uncertified
securities operated by Euroclear in the system
for the paperless settlement of trades insecurities
and the holding of uncertificated securities
operated by Euroclear in accordance with the
CREST Regulations.
"CREST Manual" the rules governing the operation of CREST,
consisting of the CREST Reference Manual, CREST
International Manual, CREST Central Counterparty
Service Manual, CREST Rules, Registrars Service
Standards, Settlement Discipline Rules, CCSS
Operations Manual, Daily Timetable, CREST Application
Procedure, CREST Glossary of Terms and CREST
Terms and Conditions (all as defined in the
CREST Glossary of Terms promulgated by Euroclear
on 15 July 1996 and as amended since).
"CREST member" a person who has been admitted to CREST as a
system-member (as defined in the CREST Regulations).
"CREST participant" a person who is, in relation to CREST, a system
participant (as defined in the CREST Regulations).
"CREST Proxy Instruction" an appropriate CREST message, for a proxy appointment
or instruction to be validly made by means of
CREST.
"CREST Regulations" Uncertificated Securities (Guernsey) Regulations
2009.
"CREST sponsor" a CREST participant admitted to CREST as a CREST
sponsor.
"CREST sponsored a CREST member admitted to CREST as a sponsored
member" member.
"Debt Facility" the term loan facility of INR 480 crores entered
into between KTLPL and four Indian public sector
banks pursuant to a loan agreement dated 28
February 2014, as restructured by KTLPL and
the banks in July 2021.
"Enlarged Share the entire issued share capital of the Company
Capital" following completion of the Equity Fundraising
on Admission, assuming that there is a full
take up of the Retail Offer.
"Equity Fundraising" together, the Placing, the Subscription and
the Retail Offer.
"Euroclear" Euroclear UK & International Limited, a company
incorporated in England & Wales, being the operator
of CREST.
"Executive Directors" Director(s) discharging executive responsibilities.
"Existing Ordinary the issued ordinary share capital of the Company
Shares" at the date of this Announcement, being 41,499,699
Ordinary Shares.
"Expenses" an estimated GBP800,000 (including commissions
and expenses, Admission fees, professional advisory
fees, including legal fees, and any other applicable
expenses, and any applicable VAT) of costs associated
with the Equity Fundraising.
"Facility" the completed logistics park and multi-purpose
terminal developed by the Group on the Project
Land.
"FCA" the UK Financial Conduct Authority acting in
its capacity as the competent authority under
Part VI of FSMA.
"Form of Proxy" the electronic form of proxy for use in connection
with the General Meeting (a hard-copy of which
may be requested from the Registrar).
"FSMA" Financial Services and Markets Act 2000.
"GDP" gross domestic product.
"General Meeting" a general meeting of the Shareholders or a class
of Shareholders, or, as the context requires,
the general meeting of the Company, convened
for 11.00 a.m. on 27 June 2023 or at any adjournment
thereof.
"Group" the Company and its subsidiaries from time to
time.
"Hunch Concert Party" Hunch Ventures, Karanpal Singh and Amit Dutta.
"Hunch Loan Addendum" the extension to the unsecured loan facility
provided by an affiliate of Hunch Ventures to
KTLPL.
"Hunch Subscription" the subscription by Hunch Ventures for 125,000,000
Subscription Shares pursuant to the Hunch Subscription
Agreement.
"Hunch Subscription The subscription and relationship agreement
Agreement" entered into on or around 8 June 2023 between
Hunch Ventures, the Company and Cenkos Securities
in respect of both the Hunch Subscription and
the relationship between the Company and Hunch
Ventures following completion of the Subscription.
"Hunch Ventures" Hunch Ventures and Investment Private Limited,
a company incorporated in India, with company
registration number 289161 and whose registered
office is at 5 Ground Floor, Plot No. 09 Copia
Corporate Suites, Jasola New Delhi, South Delhi
DL 110044, India.
"Independent Directors" Nikhil Gandhi, John Fitzgerald and Dmitri Tsvetkov.
"Independent Shareholders" the Shareholders, excluding any Shareholder
which is participating in the Subscription or
the Placing.
"India" the Republic of India.
"intermediary" broker or wealth manager to an eligible retail
Shareholder in the Retail Offer.
"Issue Price" 3 pence per New Ordinary Share.
"JNPT" Jawaharlal Nehru Port Trust.
"km" kilometer.
"KTLPL" Karanja Terminal and Logistics Private Limited,
a company incorporated under the provisions
of the Companies Act,1956 of India, having its
registered office at Hermes Atrium, Office No.
411, 04(th) Floor, A-Wing, Plot No. 57, Sector
No. 11, CBD, Belapur, Navi Mumbai, Thane - 400614,
and being a subsidiary of the Company.
"Latest Practicable 7 June 2023, being the latest practicable date
Date" prior to the publication of this Announcement.
"London Stock Exchange" London Stock Exchange plc.
"Main Market" main market for listed securities of the London
Stock Exchange.
"Major Port" each of the 12 ports located in India designated
as 'Major Ports' by India's Ministry of Shipping.
"MiFID II" EU Directive 2014/65/EU on markets in financial
instruments, as amended.
"Minor Port" any port located in India which is not a Major
Port.
"MMB" Maharashtra Maritime Board.
"MT" metric tonne.
"Mumbai Trans-Harbour the proposed 22 km freeway grade road bridge
Link" connecting Mumbai with Navi Mumbai, its satellite
city.
"New Ordinary Shares" up to 335,000,000 new Ordinary Shares to be
issued pursuant to the Equity Fundraising.
"Non-Executive Director(s)" Director(s) discharging non-executive responsibilities.
"Notice of General the notice convening the General Meeting as
Meeting" set out in Part VIII - Notice of General Meeting
of the Circular.
"Official List" the official list maintained by the FCA pursuant
to Part VI of FSMA.
"Ordinary Shares" ordinary shares of no par value each in the
Company.
"Overseas Shareholders" Shareholders who are resident in, or who are
citizens of, or who have registered addresses
in, territories or jurisdictions other than
the United Kingdom.
"Placees" subscribers for Placing Shares pursuant to the
Placing.
"Placing" the proposed placing by the Company of the Placing
Shares with the Placees pursuant to the Placing
Agreement.
"Placing Agreement" the placing agreement entered into between the
Company and Cenkos Securities in respect of
the Placing dated 8 June 2023.
"Placing Shares" 100,000,000 new Ordinary Shares, which are the
subject of the Placing, and which includes 13,359,166
new Ordinary Shares to be issued and allotted
to Cenkos Securities in satisfaction of the
Company's obligations to pay certain fees to
Cenkos Securities under the Placing Agreement.
"Product Governance together: (a) MiFID II; (b) Articles 9 and 10
Requirements" of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing
measures of MiFID II and Commission Delegated
Directive (EU) 2017/593 supplementing MiFID
II, each as they form part of the law of England
and Wales by virtue of European Union (Withdrawal)
Act 2018.
"Project Land" the c.1.62 million square metre (approximately
400 acres) of land with a sea frontage of approximately
2,000 metres at Karanja Creek, Chanje Village,
Taluka Uran, District Raigad, Maharashtra, India
as described in the Deed of Lease.
"Prospectus Regulation the prospectus regulation rules of the FCA made
Rules" in accordance with section 73A of FSMA .
"Registered Office" the registered office of the Company at Beauvoir
Trust Limited, 1(st) Floor, Tudor House, Le
Bordage Road, Guernsey GY1 1DB.
"Registrars" Link Market Services (Guernsey) Limited.
"Resolutions" the ordinary resolutions and special resolution
to be proposed at the General Meeting, as set
out in the Notice of the General Meeting.
"Restricted Jurisdiction" the United States, Australia, Canada, Japan,
Singapore, the Republic of South Africa or any
other jurisdiction where release, publication
or distribution of this Announcement or the
Circular or any offer, invitation or solicitation
in relation to the securities referred to in
this Announcement or the Circular is or would
be unlawful or may lead to a breach of any applicable
legal or regulatory requirements.
"Retail Announcement" the RIS announcement issued by the Company on
8 June 2023 in relation to the Retail Offer.
"Retail Clients" retail clients, as defined by the FCA in the
FCA Handbook of Rules and Guidance.
"Retail Offer" the proposed offer for subscription to Retail
Clients of BookBuild who are located and resident
in the UK of the Retail Shares at the Issue
Price conducted through the BookBuild online
platform and mobile application.
"Retail Offer Coordinator" Cenkos Securities, in its capacity as the retail
offer coordinator in relation to the Retail
Offer.
"Retail Shares" up to 40,000,000 new Ordinary Shares to be issued
pursuant to the Retail Offer at the Issue Price.
"RIS" a regulatory information service that is on
the list of regulatory information services
maintained by the FCA.
"Rule 9 Waiver" the waiver granted by the Takeover Panel of
any requirement under Rule 9 of the Takeover
Code for the Hunch Concert Party to make an
offer to Shareholders for the Company under
Rule 9 of the Takeover Code which would otherwise
arise as a result of the issue of the Subscription
Shares to Hunch Ventures under the Hunch Subscription
Agreement, such waiver being conditional upon
the approval by the Independent Shareholders
of the Rule 9 Waiver Resolution on a poll.
"Rule 9 Waiver Resolution" resolution 1 to be proposed at the General Meeting
as set out in the Notice of General Meeting
to approve the Rule 9 Waiver.
"Sapphire" Sapphire Pacific FZE a company incorporated
in the United Arab Emirates, with company registration
number 10887 and whose registered office is
at Office Q1 09 038/c Sharjah Airport International
Free Zone, Sharjah, United Arab Emirates.
"SEDOL" Stock Exchange Daily Official List, a list of
security identifiers used in the UK and Ireland
for clearing persons.
"Shareholder Directors" Nikhil Gandhi, Lord Howard Flight, John Fitzgerald,
Jeremy Warner Allen and Jay Mehta, being the
Directors who hold Ordinary Shares as at the
Latest Practicable Date.
"Shareholders" the holders of Existing Ordinary Shares.
"Subscribers" Hunch Ventures, Sapphire, Trans Global and Jay
Mehta who are participating in the Subscription.
"Subscription" the proposed subscription for Subscription Shares
pursuant to the terms of the Subscription Agreements.
"Subscription Agreements" the Hunch Subscription Agreement and the Subscription
Letters.
"Subscription Letters" the subscription letters entered into on or
around 8 June 2023 between each of Sapphire,
Trans Global and Jay Mehta who are subscribing
for Subscription Shares and the Company.
"Subscription Shares" the aggregate of 195,000,000 new Ordinary Shares
to be issued by the Company pursuant to the
Subscription.
"Takeover Code" the City Code on Takeovers and Mergers, administered
by the Takeover Panel.
"Takeover Panel" the UK Panel on Takeovers and Mergers.
"Target Market Assessment" a product approval process, which has determined
that the New 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.
"Trans Global" Trans Global LLC, a company incorporated in
the Department of Economic Development Dubai,
United Arab Emirates, with company registration
number 1868686 and whose registered office is
at Lot No. 451, 1703 King Mohammed Idris Shakur,
Bur Dubai, Business Bay, Office No. 024, Dubai.
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland.
"United States" the United States of America, its possessions
or "US" or territories, any State of the United States
of America and the district of Columbia or any
area subject to its jurisdiction or any political
subdivision thereof.
"US Securities Act" US Securities Act of 1933, as amended.
"VAT" (i) within the EU, any tax imposed by any EU
member state in conformity with the Directive
of the Council of the European Union on the
common system of value added tax (2006/112/EC),
and (ii) outside the EU, any tax corresponding
to, or substantially similar to, the common
system of value added tax referred to in paragraph
(i) of this definition.
APPIX II - TERMS AND CONDITIONS OF THE PLACING
The terms and conditions contained in this Announcement (the
"Terms and Conditions") and the information comprising this
Announcement are restricted and are not for publication, release or
distribution, in whole or in part, directly or indirectly, in or
into the United States of America, its states, territories or
possessions (the "United States" or the "US"), Canada, Australia,
Singapore, the Republic of South Africa, or Japan, or any other
state or jurisdiction in which such release, publication or
distribution would be unlawful. The Terms and Conditions and the
information contained herein is not intended to and does not
contain or constitute an offer of, or the solicitation of an offer
to buy or subscribe for, securities to any person in the United
States, Canada, Australia, Singapore, the Republic of South Africa
or Japan, or any other state or jurisdiction in which such an offer
would be unlawful ("Restricted Jurisdiction").
Important information for invited Placees only regarding the
Placing
Members of the public are not eligible to take part in the
Placing. This Announcement and the Terms and Conditions set out in
this Appendix are for information purposes only and are directed
only at persons in Member States of the EEA who are "qualified
investors" in such Member State within the meaning of Article 2(e)
of the EU Prospectus Regulation or the United Kingdom within the
meaning of the UK Prospectus Regulation, ("Qualified Investors").
In addition, in the United Kingdom, this Announcement and the Terms
and Conditions are directed only at: (i) Qualified Investors who
have professional experience in matters relating to investments
falling within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO"); (ii) Qualified Investors who are high net
worth companies, unincorporated associations or other bodies within
the meaning of Article 49(2)(a) to (d) of the FPO; and/or (iii)
persons to whom it may otherwise be lawfully communicated, (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
Terms and Conditions, each Placee represents and agrees that it is
a Relevant Person. This Announcement and the Terms and Conditions
set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement and the Terms and Conditions set out herein
relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. This Announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
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 under the applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
taken up, resold, transferred or delivered, directly or indirectly
within, into or in the United States, except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act and in compliance with the securities laws of any
relevant state or other jurisdiction of the United States. There
will be no public offer of the Placing Shares in the United States.
The Placing Shares are being offered and sold only outside the
United States in "offshore transactions" as defined in, and in
accordance with Regulation S of the US Securities Act ("Regulation
S").
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or the adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
This Announcement does not constitute an offer to sell or issue,
or the solicitation of an offer to buy or subscribe for, securities
in any jurisdiction in which such offer or solicitation is unlawful
and, in particular, is not for publication or distribution in or
into the United States, Canada, Australia, Singapore, the Republic
of South Africa or Japan, nor in any country or territory where to
do so may contravene local securities laws or regulations. The
distribution of this Announcement (or any part of it or any
information contained within it) in other jurisdictions may be
restricted by law and therefore persons into whose possession this
Announcement (or any part of it or any information contained within
it) comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities law of any such
jurisdictions. The Placing Shares have not been and will not be
registered under the US Securities Act nor under the applicable
securities laws of any state of the United States or any province
or territory of Canada, Australia, Singapore, the Republic of South
Africa or Japan or of any other Restricted Jurisdiction.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered or sold
directly or indirectly in or into or from the United States,
Canada, Australia, Singapore, the Republic of South Africa or Japan
or any other Restricted Jurisdiction or to any resident of the
United States, Canada, Australia, Singapore, the Republic of South
Africa or Japan or any other Restricted Jurisdiction. No public
offering of securities is being made in any such jurisdiction.
The Placing Shares will not qualify for distribution under the
relevant securities laws of Australia, Canada, Japan, Singapore,
the Republic of South Africa or any other Restricted Jurisdiction,
nor has any prospectus in relation to the Placing Shares been
lodged with or registered by, any regulator or authority in
Australia, Canada, Japan, Singapore, the Republic of South Africa
or any other Restricted Jurisdiction.
Each Placee should consult with its own advisers as to legal,
tax, business, financial and related aspects of a purchase of
and/or subscription for the Placing Shares.
Each Placee will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on these
Terms and Conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in these
Terms and Conditions. In particular each such Placee represents,
warrants and acknowledges to the Company and Cenkos Securities
that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will purchase and/or subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
(b) it is acquiring the Placing Shares for its own account or
acquiring the Placing Shares for an account with respect to which
it has sole investment discretion and has the authority to make,
and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
(c) in the case of any Placing Shares subscribed for by it as a
financial intermediary as that term is used in Article 5 of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable), any Placing Shares purchased and/or subscribed for by
it in the Placing will not be subscribed for and/or purchased on a
non-discretionary basis on behalf of, nor will they be subscribed
for and/or purchased with a view to their offer or resale to,
persons in a Member State other than Qualified Investors or
Relevant Persons in the United Kingdom (as applicable), or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to
Relevant Persons or in a Member State to Qualified Investors, or in
circumstances in which the prior consent of Cenkos Securities has
been given to each such proposed offer or resale;
(d) 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 Announcement;
and
(e) it is not a "US Person" (as defined in, and in accordance
with Regulation S) and it, and any accounts it represents: (i) is,
or at the time the Placing Shares are acquired will be, outside the
United States and is not acquiring the Placing Shares for the
account or benefit of any US Person (as defined in, and in
accordance with Regulation S of the US Securities Act) or any other
person located in the United States; (ii) is acquiring the Placing
Shares in an "offshore transaction" (as defined in, and in
accordance with Regulation S); and (iii) will not offer or sell,
directly or indirectly, any of the Placing Shares except in an
"offshore transaction" as defined in, and in accordance with
Regulation S or in the United States pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
under the US Securities Act.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement, of which these terms and conditions form
part, should seek appropriate advice before taking any action.
Neither Cenkos Securities nor any of its affiliates, agents,
directors, officers or employees, make any representation to any
Placees regarding an investment in the Placing Shares.
Introduction
Cenkos Securities may require a Placee to agree to such further
terms and/or conditions and/or give such additional warranties
and/or representations and/or undertakings as it (in its absolute
discretion) sees fit and/or may require any such Placee to execute
a separate placing letter (for the purposes of this Announcement, a
"Placing Letter"). The terms of this Announcement will, where
applicable, be deemed to be incorporated into that Placing
Letter.
Details of the Placing
Cenkos Securities has entered into the Placing Agreement with
the Company, under which Cenkos Securities has agreed, on the terms
and subject to the conditions set out therein, and undertaken to
use its reasonable endeavours to procure, as the Company's agent
for the purpose of the Placing, subscribers for the Placing Shares
at the Placing Price.
The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms, as detailed further below.
The Placing Shares are and will be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares to the relevant Placees.
Application for admission to trading
Application has been or will be made to the London Stock
Exchange for Admission of the Placing Shares.
The Placing is conditional and is subject to, inter alia,
Shareholder approval at the General Meeting. Should the conditions
not be satisfied, Admission will not occur.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Fundraising and/or the Placing Shares and no
such prospectus is required (in accordance with the UK Prospectus
Regulation and/or the EU Prospectus Regulation) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement released by the Company
today and subject to the further terms set forth in the trade
confirmation or contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and all other publicly
available information previously or simultaneously published by the
Company by notification to a Regulatory Information Service or
otherwise filed by the Company is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any other information, representation, warranty, or statement made
by or on behalf of the Company, Cenkos Securities, or any other
person and none of the Company, Cenkos Securities or any of their
respective affiliates will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph should exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Bookbuild
Cenkos Securities will today commence the bookbuilding process
in respect of the Placing (the "Bookbuild") to determine demand by
Placees for participation in the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
Cenkos Securities and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as they
may, in their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. Cenkos Securities (whether through itself or any of its
affiliates) is arranging the Placing as placing agent and broker of
the Company for the purpose of using its reasonable endeavours to
procure Placees at the Placing Price for the Placing Shares. Cenkos
Securities is authorised and regulated in the United Kingdom by the
FCA and is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for
providing advice in relation to the matters described in the
Announcement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Cenkos Securities. Cenkos Securities and/or its respective
affiliates may participate in the Placing as principals (and are
entitled to enter bids as principal in the Bookbuild).
3. The Bookbuild will establish the number of Placing Shares to
be issued and will be agreed between Cenkos Securities and the
Company following completion of the Bookbuild in respect of the
Placing Shares and will be recorded in a term sheet entered into
between them (the "Term Sheet"). The number of Placing Shares to be
issued and the Placing Price will be announced on a Regulatory
Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Cenkos
Securities. Each bid should state the number of Placing Shares for
which the prospective Placee wishes to subscribe. Bids may be
scaled down by Cenkos Securities on the basis referred to in
paragraph 13 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with Cenkos
Securities' consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Company and Cenkos Securities, to pay to them (or as Cenkos
Securities may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares that
such Placee has agreed to subscribe for and the Company has agreed
to allot and issue to that Placee. Each prospective Placee's
obligations will be owed to the Company and Cenkos Securities.
6. The Bookbuild in respect of the Placing is expected to close
no later than 7.00 a.m. on 9 June 2023, but the Bookbuild may be
closed earlier or later at the discretion of Cenkos Securities and
the Company. Cenkos Securities may, in agreement with the Company,
accept bids, either in whole or in part, that are received after
the Bookbuild has closed.
7. 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.
8. Each Placee's commitment will be made solely on the basis of
the information set out in Announcement. By participating in the
Placing, Placees will be deemed to have read and understood these
Terms and Conditions and the rest of this Announcement in its
entirety and to be participating and making an offer for the
Placing Shares on these Terms and Conditions. Each Placee will be
deemed to have read and understood these Terms and Conditions in
their entirety and to be making such offer on the Terms and
Conditions and to be providing the representations, warranties and
acknowledgements and undertakings contained in these Terms and
Conditions.
9. The Placing Price will be a fixed price of 3 pence per
Placing Share.
10. An offer for Placing Shares, which has been communicated by
a prospective Placee to Cenkos Securities shall not be capable of
withdrawal or revocation without the consent of Cenkos
Securities.
11. Each Placee's allocation will be confirmed to Placees orally
or in writing by Cenkos Securities as soon as practicable following
the close of the Bookbuild. The terms of this Announcement will be
deemed incorporated by reference therein. The oral or written
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of Cenkos Securities and the Company, under
which it agrees to subscribe for and/or acquire the number of
Placing Shares allocated to it at the Placing Price on the Terms
and Conditions set out in this Announcement and in accordance with
the Company's articles of association. Except as required by law or
regulation, no press release or other announcement will be made by
Cenkos Securities, or the Company using the name of any Placee (or
its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
12. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Cenkos Securities as applicable, to
pay in cleared funds immediately on the settlement date, in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Placing Price and
the number of Placing Shares such Placee has agreed to take up.
13. Cenkos Securities may choose to accept bids, either in whole
or in part, on the basis of allocations determined in agreement
with the Company and may scale down any bids for this purpose on
such basis as it may determine. Cenkos Securities may also,
notwithstanding paragraphs 4 and 5 above, and subject to prior
agreement with the Company, allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time. The Company reserves the right (upon agreement with Cenkos
Securities) to reduce or seek to increase the amount to be raised
pursuant to the Placing at its discretion.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares under the Placing will be required to be made at the times
and on the basis explained below under "Registration and
settlement".
15. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of, inter alia,
the conditions referred to below under "Conditions of the Placing"
and to the Placing Agreement not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
16. By participating in the Bookbuild, each Placee will agree
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.
17. To the fullest extent permissible by law, neither the
Company, Cenkos Securities, or any of their respective affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) under these Terms and
Conditions. In particular, neither of the Company, Cenkos
Securities, or any of their respective affiliates shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of Cenkos Securities' conduct of the
Bookbuild. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees,
and Cenkos Securities shall not have any liability to Placees for
the failure of the Company to fulfil those obligations.
18. Cenkos Securities shall, following consultation with, and on
approval of such allocations by, the Company, be entitled to
allocate Placing Shares at its discretion to Placees in respect of
its allocation of Placing Shares.
Conditions of the Placing
Cenkos Securities' obligations under the Placing Agreement are
conditional on, inter alia:
(a) the Company procuring that the Circular is sent to each
Shareholder who is entitled to receive notice of the General
Meeting subject to such exceptions as are permitted by the
Companies Act and the Company's articles of association;
(b) Resolutions 1 to 3 at the General Meeting having been duly
passed by the requisite majority;
(c) the Company allotting, subject only to Admission, the
Placing Shares and the Subscription Shares in accordance with the
Placing Agreement; and
(d) Admission of the Placing Shares taking place not later than
8.00 a.m. on 28 June 2023 (or such later date as the Company and
Cenkos Securities may agree being not later than 8.30 a.m. on 29
December 2023).
The Placing Agreement contains certain warranties and
representations from the Company and an indemnity from the Company
for the benefit of Cenkos Securities. The Placing Agreement
contains certain conditions to be satisfied (or, where permitted,
waived or extended in writing by Cenkos Securities) on or prior to
Admission, including there having been no material adverse change,
the warranties being true and accurate and not misleading (in the
opinion of Cenkos Securities) and the performance by the Company of
its obligations under the Placing Agreement.
Neither the Company, the Directors, nor Cenkos Securities owes
any fiduciary duty to any Placee in respect of the representations,
warranties, undertakings or indemnities in the Placing
Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
waived by Cenkos Securities by the time or date where specified (or
such later time or date as the Company and Cenkos Securities may
agree); or (ii) the Placing Agreement is terminated as described
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Cenkos Securities may, in its absolute discretion, waive, or
extend the period for compliance with the whole or any part of any
of the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Cenkos Securities nor the Company (as the case may be)
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 respective absolute discretion
of Cenkos Securities.
Right to terminate under the Placing Agreement
Cenkos Securities may in its absolute discretion, at any time
before Admission terminate the Placing Agreement by giving notice
to the Company, in certain circumstances, including, inter
alia:
(a) in the opinion of Cenkos Securities (acting in good faith),
the warranties given by the Company to Cenkos Securities are not
true and accurate or have become misleading (or would not be true
and accurate or would be misleading if they were repeated at any
time before Admission) by reference to the facts subsisting at the
time when the notice referred to above is given;
(b) in the opinion of Cenkos Securities (acting in good faith),
that any statement made by the Company contained in the Placing
Documents has become or been discovered to be untrue, inaccurate or
misleading in any material respect or that there has been a
material omission therefrom;
(c) in the opinion of Cenkos Securities (acting in good faith),
the Company fails to comply with any of its obligations under the
Placing Agreement and that failure is material in the context of
the Fundraising and/or the Placing Shares;
(d) in the opinion of Cenkos Securities (acting in good faith),
there has been a material adverse change in the business of the
Group or in the financial or trading position or prospects of the
Group or the Company;
(e) any change, or development involving a prospective change,
in national or international, military, diplomatic, monetary,
economic, political, financial, industrial or market conditions or
exchange rates or exchange controls, or any incident of terrorism
or outbreak or escalation of hostilities or any declaration by the
UK or the US of a national emergency or war or any other calamity
or crisis; a suspension of trading in securities generally on the
London Stock Exchange or New York Stock Exchange or trading is
limited or minimum prices established on any such exchange;
declaration of a banking moratorium in London or by the US federal
or New York State authorities or any material disruption to
commercial banking or securities settlement or clearance services
in the US or the UK; which would or would be likely in the opinion
of Cenkos Securities (acting in good faith), to materially
prejudice the Company or the Placing or make the success of the
Placing doubtful or makes it impracticable or inadvisable to
proceed with the Placing, or render the creation of a market in the
ordinary share capital of the Company temporarily or permanently
impracticable; or
(f) if either Hunch Ventures and Investment Private Limited, the
Company and/or Cenkos Securities terminates or rescinds the
Subscription Agreement made between them, as applicable.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these Terms and Conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Cenkos Securities of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Cenkos Securities, and that it need not make
any reference to Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or decision
not to exercise. Placees will have no rights against, Cenkos
Securities, the Company, nor any of their respective af liates,
directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended).
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GG00BKSH7R87) following Admission will take place within CREST.
Each Placee allocated Placing Shares in the Placing will be sent a
trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Cenkos Securities (as agent for the
Company), as applicable, and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the CREST or
certificated settlement instructions that it has in place with
Cenkos Securities.
The expected date of settlement in respect of the Placing Shares
will be communicated to you by Cenkos Securities and settlement
will be in accordance with the instructions set out in the trade
confirmation.
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 base rate from
time to time of the Bank of England as determined by Cenkos
Securities.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cenkos Securities may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Cenkos Securities' account and
benefit (as agent for the Company) as applicable, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall
indemnify Cenkos Securities (as agent for the Company) as
applicable, on demand for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares
to Cenkos Securities, each Placee confers on Cenkos Securities all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which Cenkos
Securities lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Cenkos
Securities, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for and/or purchase of Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained in this Announcement and herein and not in
reliance on any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Company, the Placing or otherwise,
other than the information contained in this Announcement, and
undertakes not to redistribute or duplicate this Announcement or
any part of it;
2. acknowledges that the content of this Announcement and, when
published, the Circular is exclusively the responsibility of the
Company, and that neither Cenkos Securities, nor its respective
affiliates or any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement and, when published, the Circular or
any information previously or concurrently published by or on
behalf of the Company, and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement and,
when published, the Circular or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing itself to acquire the Placing Shares is contained in
this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by Cenkos Securities, the Company, or any of their respective
directors, officers or employees or any person acting on behalf of
any of them, or, if received, it has not relied upon any such
information, representations, warranties or statements (including
any management presentation that may have been received by any
prospective Placee or any material prepared by the research
department of Cenkos Securities (the views of such research
departments not representing and being independent from those of
the Company and the corporate finance department of Cenkos
Securities, and not being attributable to the same), and neither
Cenkos Securities, nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial
or other position of the Company in deciding to participate in the
Placing and it will not rely on any investigation that Cenkos
Securities, its affiliates or any other person acting on its or its
behalf has or may have conducted;
3. acknowledges that neither Cenkos Securities, the Company nor
any of their respective affiliates or any person acting on behalf
of any of them has provided it, and will not provide it, with any
material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested any of Cenkos Securities,
the Company, their respective affiliates or any person acting on
behalf of any of them to provide it with any such information and
acknowledge that they have read and understood this
Announcement;
4. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Placing;
5. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
6. acknowledges that Cenkos Securities has no duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Cenkos Securities is not acting for them or their
clients and that Cenkos Securities will not be responsible for
providing protections to it, or its clients;
7. has the funds available to pay in full for the Placing Shares
for which it has agreed to subscribe and/or purchase and that it
will pay the total amount due by it in accordance with the terms
set out in this Announcement and, as applicable, as set out in the
trade settlement or the contract note on the due time and date;
8. acknowledges that neither Cenkos Securities, nor any of their
affiliates or any person acting on behalf of Cenkos Securities or
any such affiliate has or shall have any liability for this
Announcement and, when published, the Circular, any publicly
available or filed information or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. acknowledges that none of Cenkos Securities, the ultimate
holding company of Cenkos Securities nor any direct or indirect
subsidiary undertakings of such holding company, nor any of their
respective directors and employees shall be liable to Placees for
any matter arising out of Cenkos Securities' role as placing agent
(where applicable) or otherwise in connection with the Placing and
that where any such liability nevertheless arises as a matter of
law each Placee will immediately waive any claim against any of
such persons which it may have in respect thereof;
10. understands, and each account it represents has been advised
that: (i) the Placing Shares have not been and will not be
registered under the US Securities Act or under the securities laws
of any state or other jurisdiction of the United States and are
being offered in a transaction not involving any public offering in
the United States; (ii) the Placing Shares are being offered and
sold pursuant to Regulation S under the US Securities Act or in a
transaction exempt from or not subject to the registration
requirements under the US Securities Act; and (iii) the Placing
Shares may not be reoffered, resold, pledged or otherwise
transferred except in accordance with Regulation S under the US
Securities Act or pursuant to an exemption from or in a transaction
not subject to the registration requirements under the US
Securities Act;
11. represents and warrants that it is not a US Person (as
defined in, and in accordance with Regulation S) and that it, and
any accounts it represents: (i) is, or at the time the Placing
Shares are acquired will be, outside the United States and is not
acquiring the Placing Shares for the account or benefit of any US
Person or any other person located in the United States; (ii) is
acquiring the Placing Shares in an "offshore transaction" (as
defined in, and in accordance with Regulation S); and (iii) will
not offer or sell, directly or indirectly, any of the Placing
Shares except in an "offshore transaction" as defined in, and in
accordance with Regulation S or in the United States pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements under the US Securities Act;
12. will not distribute, forward, transfer or otherwise transmit
this Announcement and, when published, the Circular, any
information contained within it or any other materials concerning
the Placing (including any electronic copies thereof), in or into
the United States;
13. acknowledges that the offer of the Placing Shares may
involve tax consequences, and that the contents of this
Announcement and, when published, the Circular do not contain tax
advice or information. The Placee acknowledges that it must retain
its own professional advisors to evaluate the tax, financial and
any and all other consequences of an investment in the Placing
Shares;
14. represents and warrants that it will notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer and resale;
15. unless otherwise specifically agreed in writing with Cenkos
Securities, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of the
United States, Canada, Australia, Singapore, Japan or the Republic
of South Africa or any Restricted Jurisdiction;
16. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Canada, Australia, Singapore, Japan or the Republic of
South Africa or any Restricted Jurisdiction, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within those
jurisdictions;
17. represents and warrants that the issue or transfer to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
18. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (as amended);
and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 (as
amended) or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom or who falls within regulations 16(1) - (4F) of
the Russia (Sanctions) (EU Exit) Regulations 2019 SI 2019/855, as
amended; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to Cenkos Securities such evidence, if any, as to
the identity or location or legal status of any person which Cenkos
Securities may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
Cenkos Securities on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be purchased by
it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as Cenkos Securities may decide in its sole
discretion;
19. represents and warrants that it is acquiring the Placing
Shares for its own account or acquiring the Placing Shares for an
account with respect to which it has sole investment discretion and
has the authority to make, and does make the representations,
warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement;
20. if it is a financial intermediary, as that term is used in
Article 5 of the Prospectus Regulation or the UK Prospectus
Regulation (as applicable), represents and warrants that the
Placing Shares subscribed for and/or purchased by it in the Placing
will not be subscribed for and/or purchased 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 in a Member
State (as applicable) in circumstances which may give rise to an
offer to the public other than an offer or resale in the United
Kingdom to Relevant Persons or in a Member State to Qualified
Investors, or in circumstances in which the prior consent of Cenkos
Securities has been given to each such proposed offer or
resale;
21. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons prior to
Admission except to persons whose ordinary activities involve them
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 in, and which will not
result in, an offer to the public in the United Kingdom,
Switzerland or a Member State;
22. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of 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;
23. represents and warrants that it has complied and will comply
with all applicable provisions of UK MAR with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom or the EEA (as applicable);
24. unless otherwise specifically agreed with Cenkos Securities
in writing, represents and warrants that if in a Member State, it
is a Qualified Investor;
25. represents and warrants that, if in the United Kingdom, it
is a Relevant Person;
26. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the
date of such Placee's agreement to subscribe for and/or purchase
Placing Shares under the Placing and will not be any such person on
the date that such subscription and/or purchase is accepted;
27. is aware of and acknowledges that it is required to comply
with all applicable provisions of FSMA with respect to respect to
anything done by it in, from or otherwise involving, the United
Kingdom;
28. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and/or acquire the Placing
Shares under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and
authorities and taken any other necessary actions 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;
29. where it is subscribing for and/or acquiring Placing Shares
for one or more managed accounts, represents and warrants that it
is authorised in writing by each managed account: (a) to subscribe
for and/or acquire the Placing Shares for each managed account; (b)
to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Announcement,
of which this Announcement forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Cenkos Securities;
30. undertakes that it (and any person acting on its behalf)
will make payment to Cenkos Securities for the Placing Shares
allocated to it in accordance with this Announcement, including
this Appendix, on the due time and date as will be notified to it
by Cenkos Securities, failing which the relevant Placing Shares may
be placed with other parties or sold as Cenkos Securities may in
its sole discretion determine and without liability to such Placee
and it will remain liable and will indemnify Cenkos Securities on
demand for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or
security transfer tax (together with any interest or penalties due
pursuant to or referred to in these Terms and Conditions) which may
arise upon the placing or sale of such Placee's Placing Shares on
its behalf;
31. acknowledges that none of Cenkos Securities, nor any of its
affiliates, or any person acting on behalf it, or any such
affiliate, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be treated for these
purposes as a client of Cenkos Securities, and that Cenkos
Securities has no duties or responsibilities to it for providing
the protections afforded to its 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 their rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
32. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Cenkos Securities,
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Cenkos Securities in respect of the
same;
33. acknowledges that these Terms and Conditions and any
agreements entered into by it pursuant to these Terms and
Conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company and/or Cenkos Securities 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;
34. acknowledges that time shall be of the essence as regards to
its obligations pursuant to this Announcement;
35. agrees that the Company, Cenkos Securities and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Cenkos
Securities on its own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this
Announcement and, when published, the Circular, or a copy thereof
to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby;
36. agrees to indemnify on an on demand, after-tax basis and
hold, the Company, Cenkos Securities and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Announcement
and further agrees that the provisions of this Announcement shall
survive after completion of the Placing;
37. acknowledges that no action has been or will be taken by any
of the Company, Cenkos Securities, or any person acting on behalf
of the Company and Cenkos Securities that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
38. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for and/or
acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and in this
sector and is aware that it may be required to bear, and it, and
any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
39. acknowledges that its commitment to subscribe for and/or
purchase Placing Shares on the terms set out herein and in the
trade confirmation or contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
40. acknowledges that Cenkos Securities or any of its affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
41. represents and warrants that, if it is a pension fund or
investment company, its subscription and/or purchase of Placing
Shares is in full compliance with all applicable laws and
regulation;
42. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement, including
this Appendix;
43. acknowledges that the allocation of Placing Shares (in
respect of the Placing shall be determined by Cenkos Securities
after consultation with the Company, and Cenkos Securities may
scale back any placing commitment on such basis as they may
determine (which may not be the same for each Placee);
44. irrevocably appoints any Director and any director or duly
authorised employee or agent of Cenkos Securities to be its agent
and on its behalf (without any obligation or duty to do so), to
sign, execute and deliver any documents and do all acts, matters
and things as may be necessary for, or incidental to, its
subscription for and/or purchase of all or any of the Placing
Shares allocated to it in the event of its own failure to do
so;
45. the Company reserves the right to make inquiries of any
holder of the Placing Shares or interests therein at any time as to
such person's status under the U.S. federal securities laws and to
require any such person that has not satisfied the Company that
holding by such person will not violate or require registration
under the U.S. securities laws to transfer such Placing Shares or
interests in accordance with the Articles (as amended from time to
time);
46. if it is acting as a "distributor" (for the purposes of UK
MiFID Product Governance Requirements):
(1) it acknowledges that the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of Chapters 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares and
each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels;
(2) notwithstanding any Target Market Assessment undertaken it
confirms that, other than where it is providing an execution-only
service to investors, it has satisfied itself as to the appropriate
knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to
distribute the Placing Shares and that it has considered the
compatibility of the risk/reward profile of such Placing Shares
with the end target market; and
(3) it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom; and
47. the Company and Cenkos Securities will rely upon the truth
and accuracy of the foregoing representations, warranties,
undertakings and acknowledgements. The Placee agrees to indemnify
on an on demand, after-tax basis and hold each of, the Company and
Cenkos Securities and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of any breach of the
representations, warranties, undertakings, agreements and
acknowledgements in this Announcement.
The representations, warranties, acknowledgments and
undertakings contained in this Announcement are given to Cenkos
Securities and the Company (as the case may be) and are irrevocable
and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription and/or purchase of a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to a
subscription and/or purchase by it and/or such person direct from
the Company for the Placing Shares in question. Such agreement
assumes that the Placing Shares are not being subscribed for and/or
acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement
relates to any other subsequent dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company, nor Cenkos Securities will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an on demand, after-tax basis and to
hold harmless the Company and Cenkos Securities in the event that
any of the Company and/or Cenkos Securities has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Cenkos
Securities accordingly.
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 outside the
UK by them or any other person on the subscription and/or purchase
by them of any Placing Shares or the agreement by them to subscribe
for and/or purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Cenkos Securities owes no fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Cenkos Securities, any money held in an account with
Cenkos Securities on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules. Consequently,
this money will not be segregated from Cenkos Securities money in
accordance with the client money rules and will be used by Cenkos
Securities in the course of its own business and the Placee will
rank only as a general creditor of Cenkos Securities.
All times and dates in this Announcement may be subject to
amendment. Cenkos Securities shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Supply and disclosure of information
If Cenkos Securities or the Company or any of their respective
agents request any information about a Placee's agreement to
subscribe for and/or acquire Placing Shares under the Placing, such
Placee must promptly disclose it to them and ensure that such
information is complete and accurate in all respects.
Miscellaneous
The rights and remedies of Cenkos Securities and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
On application, if a Placee is an individual, that Placee may be
asked to disclose in writing or orally his or her nationality. If a
Placee is a discretionary fund manager, that Placee may be asked to
disclose in writing or orally the jurisdiction in which its funds
are managed or owned. All documents provided in connection with the
Placing will be sent at the Placee's risk. They may be sent by post
to such Placee at an address notified by such Placee to Cenkos
Securities.
Each Placee agrees to be bound by the Articles (as amended from
time to time) once the Placing Shares which the Placee has agreed
to subscribe for and/or acquire pursuant to the Placing have been
acquired by the Placee. The contract to subscribe for and/or
acquire Placing Shares under the Placing and the appointments and
authorities mentioned in this Announcement will be governed by, and
construed in accordance with, the laws of England and Wales. For
the exclusive benefit of Cenkos Securities and the Company, each
Placee irrevocably submits to the jurisdiction of the courts of
England and Wales and waives any objection to proceedings in any
such court on the ground of venue or on the ground that proceedings
have been brought in an inconvenient forum. This does not prevent
an action being taken against a Placee in any other
jurisdiction.
In the case of a joint agreement to subscribe for and/or acquire
Placing Shares under the Placing, references to a Placee in these
Terms and Conditions are to each of the Placees who are a party to
that joint agreement and their liability is joint and several.
Cenkos Securities and the Company expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations are determined. The
Placing is subject to the satisfaction of the conditions contained
in the Placing Agreement and to the Placing Agreement not having
been terminated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEEASKPEAEDEFA
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June 08, 2023 11:30 ET (15:30 GMT)
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