TIDMALB
RNS Number : 7605P
Albert Technologies Ltd
31 May 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) 596/2014 (MAR). ON PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
Albert Technologies Ltd.
("Albert Technologies" or the "Company")
Proposed conditional placing to raise up to GBP13.6 million
(approximately US$18.05 million)
The Board of Albert Technologies, the global software company
with a proprietary developed autonomous artificial intelligence
marketing platform is pleased to announce a proposed conditional
placing of up to 36,756,757 new ordinary shares of NIS0.01 each
(the "Ordinary Shares") in the share capital of the Company (the
"Placing Shares") at a price of 37 pence per Placing Share (the
"Placing Price") to raise up to GBP13.6 million (approximately
US$18.05 million (before expenses)) (the "Placing").
Information on the Placing
The Placing will be conducted by way of an accelerated bookbuild
process, which will be launched immediately following this
announcement, in accordance with the terms and conditions set out
in the appendix to this announcement (the "Appendix") (which forms
part of this announcement, such announcement and the Appendix
together being this "Announcement"). Cantor Fitzgerald Europe
("Cantor Fitzgerald") is acting as bookrunner in connection with
the Placing. A placing agreement has been entered into today
between the Company and Cantor Fitzgerald in connection with the
Placing (the "Placing Agreement").
Highlights
-- Proposed Placing of Placing Shares at a price of 37 pence per
Placing Share to raise up to GBP13.6 million (approximately
US$18.05 million (before expenses));
-- The Placing Price represents a discount of approximately 1.3%
to the Closing Price on 30 May 2018, the last trading day prior to
this Announcement;
-- The Board intend on using the proceeds of the Placing to:
o expand the Company's direct sales and marketing activities to
support continued growth in its client numbers, as well as
increasing the use of Albert within the Company's current
customers' digital advertising and media buying campaigns;
o continue to develop and scale the Company's reach through
further distribution partnerships and agreements with media
agencies;
o continue to invest in the development and enhancement of
Albert to ensure the platform retains its position as a market
leader;
o further enhance the Company's ability to facilitate and
improve the on-boarding process for larger scale commercial
opportunities;
o invest in people, processes and infrastructure to support the
growing business; and
o provide general working capital to the Company.
-- The Placing is conditional upon the approval of the
Resolutions by the Shareholders at the General Meeting; and
-- Dealings in the Placing Shares issued pursuant to the Placing
are expected to commence at 8.00 am on 25 June 2018.
Overview of the Company
Albert Technologies' proprietary software solution branded
"Albert" is an artificial intelligence SaaS solution that is
designed to allow major global brands and advertising agencies to
run their online advertising campaigns autonomously and deliver a
higher return on investment, improve effectiveness and help reduce
the cost of human intervention.
The real-time platform analyses a significant amount of
advertising and social media data, converts this data into insights
and autonomously manages and optimises campaigns across channels,
devices and formats.
Albert replaces the manual media buying process with a fully
automated solution that delivers continuously improved results
through its machine learning functionality. A brand provides Albert
with access to its Google, Facebook, Bing, Twitter and other online
marketing channels and when a brand manager wishes to launch a new
online advertising campaign, all that is needed is to simply log
into Albert and deploy that new campaign.
Albert autonomously creates hundreds of micro campaigns across
all relevant online marketing channels (Google, Facebook, Bing,
Twitter, Instagram, Display, Email, etc.), then reviews these micro
campaigns every few minutes and optimises each of them as needed.
Albert works in very much the same way that a human campaign
manager would, making correlation and cost/benefit-based decisions,
but its AI functionality enables Albert to process and learn from
actions at a volume and speed that is beyond human capability.
Where an experienced campaign manager could possibly make circa
100 decisions per day, Albert can make thousands per minute.
Albert's ability to launch hundreds of micro strategies and review
and amend them all every few minutes typically brings about a
significant increase in ROI. In addition, all learnings from the
decisions made remain in-house, and the brand has full and instant
transparency and can easily scale up marketing activities through
larger budgets or applications to new brands and new geographies,
without hiring new expert campaign managers.
Albert's targeting is based on a combination of previously
collected CRM data and incoming campaign data. The algorithm is
able to break the information down into customer segments including
current/returning customers, site visitors, lookalikes or an
entirely new audience. The algorithm takes the knowledge gathered
from these segments and creates micro-segments, testing thousands
of variables against these segments in seconds. By looking at
geography, demographics, behaviours and interests, as well as other
customer data points, Albert evolves to identify potential customer
profiles. In addition, Albert can execute and optimise campaigns
across devices to maximise the efficiency of marketing spend.
Background to and reasons for the Placing and use of
proceeds
2017 was a significant year of transition and evolution of
Albert Technologies as it closed its legacy indirect business to
focus exclusively on Albert, the Company's proprietary technology
developed with eight years of R&D investment.
Having launched Albert as an independent SaaS solution in 2016,
the Company saw excellent growth in customers, monthly recurring
revenues and average revenue per customer.
The AI Marketing space, which is currently a nascent market,
represents a very significant growth opportunity for the Company. A
recent MarketsandMarkets report predicts that the AI Marketing
space will grow to US $40 billion value by 2025. The Directors
believe that a growing number of brands and agencies are seeking
transparent, cost-efficient and results-driven technology solutions
to manage their digital marketing campaigns. AI plays a critical
role in delivering peak performance, higher returns on marketing
spend, and ground-breaking efficiencies. The Directors believe that
Albert is a recognized industry leader in AI at a time when
utilizing the very best marketing technologies for global brands
and agencies is becoming increasingly essential. The Directors
believe the next few years will see AI technology enter the
mainstream in digital advertising.
In 2017, the Company achieved some important milestones in its
execution strategy. It made significant progress in deploying a
strategy that allowed it to combine a sales strategy that could
focus on both small-to-medium-sized business customers as well as
large brands and global enterprises. Several strategic partnerships
and relationships with global advertising agencies and distribution
partners were established in the 2017 financial year including:
-- a 12-month rolling contract with one of the world's largest
nutrition, health and wellness companies; and
-- a strategic partnership with a leading business services
group in Australia and New Zealand.
The Company has a strong pipeline of new business, as well as
some ongoing pilot projects with leading global brands and
agencies.
In April 2018, the Company announced the appointment of WPP
veteran, Rob Norman, as an adviser to the Board (and a prospective
Non-Executive Director). Rob's significant sector knowledge and
industry contacts within the brands and agencies are already
yielding benefits in business development as the Company pursues
both the brand-direct and the agency routes to market.
As at 31 December 2017, the Company had cash, cash equivalents
and short-term bank deposits of US$11.1m. As stated in the
preliminary results of the Company for the year to 31 December
2017, the Board has adopted a contingency plan to reduce costs in
the absence of additional funding to allow it to continue to meet
its obligations. Whilst the implementation of this plan would allow
the Company to meet its liquidity requirements, the Board also
believes that such a plan would constrain the Company's ability to
continue the progress being made and to capture the market
opportunity.
The Board believes that the Company has an excellent opportunity
to capitalise on increasing engagement and interest in the use of
AI technology in digital advertising campaigns and to fully exploit
the pipeline of opportunities created by the progress made over the
last 15 months with the Albert SaaS model. Therefore, the net
proceeds of the Placing will provide the Company with the capital
required to not only enable it continue to invest in the ongoing
development and enhancement of Albert to maintain, what the
Directors believe is, a market leading AI marketing platform, but
also to continue to convert the pipeline of opportunities into
customers and increase its sales and marketing presence to expand
the Company's reach. The Board therefore intends to use the net
proceeds of the Placing to:
-- expand the Company's direct sales and marketing activities to
support continued growth in its client numbers, as well as
increasing the use of Albert within the Company's current
customers' digital advertising and media buying campaigns;
-- continue to develop and scale the Company's reach through
further distribution partnerships and agreements with media
agencies;
-- continue to invest in the development and enhancement of
Albert to ensure the platform retains its position as a market
leader;
-- further enhance the Company's ability to facilitate and
improve the on-boarding process for larger scale commercial
opportunities;
-- invest in people, processes and infrastructure to support the growing business; and
-- provide general working capital to the Company.
Current trading and prospects
The Company has continued the momentum it saw in 2017 through
into 2018 and trading in the year to date has been in line with the
Board's expectations. The Board's strategy remains to capitalise on
the increasing interest in the benefits of AI in digital
advertising campaigns and to act as a solution provider to both
enterprises and media agencies seeking to use AI technology as part
of their digital marketing strategy. The simplicity of use and the
effectiveness of Albert means that the Group not only sells to
small and medium sized enterprises with relatively low digital
marketing budgets, but also to global brands and media
agencies.
The Company has continued to deploy Albert in pilot phase and
commercial contracts and the Board are seeing increased traction
and interest with global media agencies. Since the start of 2018,
the Company has:
-- signed a pilot agreement with one of the top five global advertising agencies;
-- secured a 12-month contract with one of the top 25
independent advertising agencies in North America;
-- started a pilot project with one of Europe's leading telecommunications companies;
-- commenced a pilot project with a Fortune 50 consumer goods
corporation, in a key Latin American territory;
-- begun a pilot project with one of the top five retailers in Latin America; and
-- started a pilot project with one of the world's biggest insurance companies.
The Company has seen a threefold increase in average monthly
revenue per customer during the period from March 2017 to March
2018 and monthly recurring revenues in March had increased to
US$0.36 million, approximately four times greater than that in
March 2017. Revenue for the first quarter of 2018 was approximately
US$1 million, over five times the amount of Q1 revenues for
2017.
The Directors were also delighted to announce the appointment of
Rob Norman as an advisor to the Board. Having worked for companies
within the WPP media agency network for over three decades, most
recently as Global Chief Digital Officer of GroupM, Rob Norman
brings significant knowledge, expertise and industry relationships
to help the Company continue the significant progress made since
the start of 2017.
Board Changes
Following the transition of the business model since its
admission to trading on AIM to focus exclusively on the Company's
proprietary technology, the Company continues to broaden the
experience of the members of the Board. As announced on 30 April
2018, and as set out above, the Company appointed Rob Norman,
previously Global Chief Digital Officer and, before that, Chief
Executive of GroupM (North America) at WPP's GroupM as an advisor
to the Board with the intention that he join the board at the
forthcoming AGM. Rob brings with him a wealth of media agency
experience.
The Board has been informed by John Allwood of his intention to
retire from the Board at the next Annual General Meeting of the
Company having served as an Independent Non-Executive Director
since its admission to trading on AIM in June 2015, and his
decision to start to step back from his commitments. It is the
intention of the Board to appoint current Independent Non-Executive
Director, Lisa Gordon, into this role on John's retirement.
The Board would like to take this opportunity to thank John for
his hard work, his commitment to the Company over the last three
years and to wish him well in the future. The Company will monitor
and evolve the composition of the Board over the coming years to
ensure that it continues to attract high--calibre individuals who
will contribute to the continued growth and development of the
Company.
Details of the Placing
The Placing is being conducted by way of an accelerated
bookbuilding process undertaken by Cantor Fitzgerald acting as sole
bookrunner. Pursuant to the Placing, the Company is seeking to
raise up to GBP13.6 million (approximately US$18.05 miilion)
through the issue of up to 36,756,757 Placing Shares at the Placing
Price. The Placing is not underwritten and is subject to the
conditions and termination rights set out in the Placing
Agreement.
The Placing will be conditional upon, among other things, the
approval of the Resolutions at the General Meeting, Admission
becoming effective and the Placing Agreement becoming unconditional
and not being terminated in accordance with its terms.
The Ordinary Shares to be issued pursuant to the Placing will
rank pari passu with the Existing Ordinary Shares.
Notice of General Meeting
The Placing will be conditional upon the approval of the
Resolutions by the Shareholders at the General Meeting to be held
at the offices of Bryan Cave Leighton Paisner LLP, Adelaide House,
London Bridge, London, United Kingdom EC4R 9HA at 10.00 a.m. on 22
June 2018. A circular to shareholders (the "Circular") containing a
notice of General Meeting is being posted to shareholders today and
will be available on the Company's website www.albert.ai
Expected Timetable
Announcement of Placing, Bookbuild 7.00 a.m. on 31
commences May 2018
----------------------------------- ----------------
Date of General Meeting 10.00a.m. on 22
June 2018
----------------------------------- ----------------
Admission and commencement 8.00 a.m. on 25
of dealings in the Placing June 2018
Shares
----------------------------------- ----------------
Importance of vote
Shareholders should be aware that, if the Resolutions are not
approved at the General Meeting, the net proceeds of the Placing
will not be received by the Company. As at 31 December 2017 the
Company had cash, cash equivalents and short-term bank deposits of
US$11.1 million. For the year ended 31 December 2017, total
operating expenses incurred by the Company were approximately
US$13.3 million. As at the end of April 2018, the Company had cash
balances of approximately US$7.3m.
As set out in the preliminary results of the Company for the
year to 31 December 2017 announced on 12 March 2018, the Company
management and the Board of Directors believed that the Company's
financial resources were adequate to satisfy the Company's expected
liquidity requirements through to the end of 2018. In addition, it
was announced that the Board had adopted a contingency plan to be
effected, in whole or in part, at its discretion, to preserve cash
to allow the Company to continue its operations and meet its
obligations, to the extent required for at least one year from the
date of approval of the consolidated financial statements.
Should the Resolutions not be approved, the Directors believe
that it will need to adopt the contingency plan. The adoption of
this plan will help to preserve cash as costs are extracted from
the Company but, as set out above, the Directors believe that
whilst the adoption of such a plan will allow it to meet its
financial obligations, it will constrain the Company's ability to
convert the pipeline of opportunity into clients, capitalise on the
market opportunity the Directors believe is available to the
Company and continue the growth demonstrated over the last 12
months.
Recommendation
The Directors consider that the Resolutions set out in the
Notice and being put to the General Meeting are in the best
interests of the Company and its Shareholders and are most likely
to promote the success of the Company for the benefit of the
Shareholders as a whole. Accordingly, in the circular being posted
to Shareholders, the Directors will unanimously recommend that
Shareholders vote in favour of the proposed Resolutions, as they
intend to do in respect of their holdings amounting to an aggregate
of 29,265,431 Ordinary Shares, representing approximately 46.9% of
the Company's Existing Ordinary Shares.
For further information, please contact:
Albert Technologies Ltd
Or Shani, Chief Executive Officer Tel: +972 3537
Yoram Freund, Chief Financial 7137
Officer
https://albert.ai/
Cantor Fitzgerald Europe
Marc Milmo +44 (0)20 7894
Catherine Leftley 7000
Powerscourt
Elly Williamson +44 (0)20 7250
John Elliott 1446
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section of this Announcement.
FORWARD LOOKING STATEMENTS
To the extent that this Announcement contains certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance, a number of risks and
uncertainties exist. The Company cautions readers that any
forward-looking statement is no guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements.
A forward-looking statement can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "predict" or other words of similar meaning.
Examples of forward-looking statements include, amongst others,
statements regarding or which make assumptions in respect of the
planned use of the proceeds of the Placing, the liquidity position
of the Company, the future performance of the Company, future
foreign exchange rates, interest rates and currency controls, the
future political and fiscal regimes in the overseas markets in
which the Company operates, the Company's future financial
position, plans and objectives for future operations and any other
statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets, market
related risks such as changes in interest rates and foreign
exchange rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current
and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome
of pending and future litigation or regulatory investigations, the
success of future acquisitions and other strategic transactions and
the impact of competition. A number of these factors are beyond the
Company's control. As a result, the Company's actual future results
may differ materially from the plans, goals, and expectations set
forth in the Company's forward-looking statements.
Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgement at
the date of this Announcement and are not intended to give any
assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or any applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Cantor Fitzgerald is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom. Cantor
Fitzgerald is acting exclusively for the Company and no one else in
connection with the Bookbuild and the Placing, and Cantor
Fitzgerald will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Bookbuild or the Placing or any other matters referred to in this
announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Cantor Fitzgerald or by any of their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
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 Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cantor
Fitzgerald 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.
Cantor Fitzgerald is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The Placing Shares to be issued and/or sold pursuant to the
Placing will not be admitted to trading on any stock exchange other
than to AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION - FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES (OR DEPOSITARY INTERESTS
REPRESENTING THEM) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE
COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF,
AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Cantor Fitzgerald
Europe ("Cantor Fitzgerald") or any of their respective affiliates,
agents, directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa or in any other jurisdiction. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety.
Statements contained in this Announcement regarding past trends
or activities should not be taken as a representation that such
trends or activities will continue in the future.
No statement in this Announcement (including this Appendix) is
or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the shares.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on AIM, a
market operated by the London Stock Exchange, on which Albert
Technologies shares currently in issue are also admitted to
trading.
Persons (including individuals, funds or otherwise) who choose
to participate in the Placing, by making an oral or written offer
to subscribe for and/or acquire any Placing Shares, will be deemed
to have read and understood this Announcement, including this
Appendix, in its entirety and to be making such offer on the terms
and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
and/or acquire any Placing Shares has been given. In particular,
each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares (or depositary
interests representing them) acquired by it in the Placing will not
have been acquired on behalf of, nor will they have been acquired
with a view to their offer or resale to, persons in any Member
State of the European Economic Area which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Cantor Fitzgerald has
been given to the offer or resale; or (ii) where Placing Shares (or
depositary interests representing them) have been acquired by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Directive as having been made to such
persons;
3. in the case of depositary interest holders only, if such
applicant's application is successful, any Placing Shares to be
issued to such applicant will be issued to Link Asset Services, who
will hold them pursuant to the terms of a depositary agreement
entered into by the Company and Link Asset Services in connection
with the instruments to be issued by Albert Technologies Ltd
representing Ordinary Shares (the "Depositary Agreement"), and Link
Asset Services will credit such applicant's CREST account with the
applicable number of depositary interests representing Ordinary
Shares;
4. it is acquiring the Placing Shares (or depositary interests
representing them) for its own account or is acquiring the Placing
Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the representations, warranties, indemnities, acknowledgements and
agreements contained in this Announcement; and
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix.
The Company and Cantor Fitzgerald will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
Details of the Placing
Cantor Fitzgerald has today entered into an agreement with
Albert Technologies Limited (the "Placing Agreement") under which,
subject to the conditions set out in that agreement, Cantor
Fitzgerald has agreed to use its reasonable endeavours to procure
subscribers for the number of Placing Shares at the Placing Price
that is to be determined as set out below with certain
institutional and other investors.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares ("Admission") to trading on AIM.
Admission is conditional upon, amongst other things, Shareholders
passing the Resolutions, the conditions of the Placing Agreement
being satisfied and the PIacing Agreement not having been
terminated in accordance with its terms. It is expected that
Admission will become effective and that dealings in the Placing
Shares will commence on AIM at 8.00 a.m. on 25 June 2018.
Participation in, and principal terms of, the Placing
Cantor Fitzgerald is proceeding with a share placing bookbuild
process (the "Bookbuild") for the purpose of assessing demand from
institutional and other investors for subscribing for or purchasing
Placing Shares at the Placing Price. Cantor Fitzgerald is arranging
the Bookbuild as agent for and on behalf of the Company.
Participation in the Placing will only be available to Placees who
may lawfully be, and are, invited to participate by Cantor
Fitzgerald.
The number of Placing Shares to be issued and/or sold will be
agreed between Cantor Fitzgerald and the Company following
completion of the Bookbuild by Cantor Fitzgerald. The number of
Placing Shares will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
Cantor Fitzgerald will determine in its absolute discretion the
extent of each Placee's participation in the Placing, which will
not necessarily be the same for each Placee and this will be
confirmed orally by Cantor Fitzgerald as agent of the Company
("Confirmation"). No element of the Placing will be underwritten.
Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) 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 Appendix and in accordance with the
Company's articles of association. For the avoidance of doubt, the
Confirmation constitutes each Placee's irrevocable legally binding
agreement, subject to the Placing Agreement not having been
terminated, to pay the aggregate settlement amount for the Placing
Shares to be subscribed for and/or acquired by that Placee
regardless of the total number of Placing Shares (if any)
subscribed for and/or acquired by any other investor(s).
Cantor Fitzgerald reserves the right to scale back the number of
Placing Shares to be subscribed for and/or acquired by any Placee
in the event of an oversubscription under the Placing. Cantor
Fitzgerald also reserves the right not to accept offers for Placing
Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to Cantor Fitzgerald, on the
Company's behalf, the Placing Price for each Placing Share agreed
to be acquired by it under the Placing in accordance with the terms
set out herein. Each Placee's obligation to acquire and pay for
Placing Shares under the Placing will be owed to Cantor Fitzgerald
and the Company. Each Placee has an immediate, separate,
irrevocable and binding obligation, owed to Cantor Fitzgerald, to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
such Placee has agreed to subcribe for. Each Placee will be deemed
to have read and understood the Appendix in their entirety, to the
participating in the Placing upon the terms and conditions
contained in this Appendix, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in the Appendix. To the
fullest extent permitted by law and applicable FCA rules (the "FCA
Rules"), neither (i) Cantor Fitzgerald, (ii) any of its respective
directors, officers, employees or consultants, or (iii) to the
extent not contained within (i) or (ii), any person connected with
Cantor Fitzgerald as defined in the FCA Rules ((i), (ii) and (iii)
being together "affiliates" and individually an "affiliate"), shall
have any liability to Placees or to any person other than the
Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under 'Registration and
Settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to
below under 'Termination of the Placing Agreement'. In the event
the Placing Agreement does not otherwise become unconditional in
any respect or is terminated, the Placing will not proceed and all
funds delivered by the Placee to Cantor Fitzgerald in respect of
the Placee's participation will be returned to the Placee at the
Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendices, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendices.
To the fullest extent permissible by law, neither the Company,
Cantor Fitzgerald nor any of their affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular Cantor Fitzgerald,
nor any of its affiliates shall have any liability (including to
the extent permissible by law, any fiduciary duties) in respect of
Cantor Fitzgerald's conduct of the Bookbuild or of such alternative
method of affecting the Placing as Cantor Fitzgerald and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Resolutions being proposed
at the General Meeting being passed by Shareholders and the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
The obligations of Cantor Fitzgerald under the Placing in
respect of the placing of the Placing Shares are conditional on,
amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the Resolutions having been passed; and
(c) Admission having occurred not later than 8.00 a.m. 25 June
2018 or such later date as the Company and Cantor Fitzgerald may
agree, but in any event not later than 8.00 a.m. on 9 July
2018.
If (i) the Resolutions are not passed by Shareholders (ii) any
of the conditions contained in the Placing Agreement are not
fulfilled or waived (to the extent such conditions may be waived)
by Cantor Fitzgerald by the respective time or date where
specified, (iii) any of such conditions become incapable of being
fulfilled or (iv) the Placing Agreement is terminated, the Placing
will not proceed and the Placee's 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.
Cantor Fitzgerald, at its sole discretion and upon such terms as
it thinks fit, may waive compliance by the Company with all or any
of the Company's obligations (as applicable) 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.
None of Cantor Fitzgerald, the Company or any other person 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 the date for the satisfaction of any condition to
the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of such
persons.
Termination of the Placing Agreement
Cantor Fitzgerald is entitled at any time up to and including
Admission, to terminate the Placing Agreement in relation to its
obligations in respect of the Placing Shares by giving notice to
the Company if, amongst other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) there has been a breach by the Company of any of its
undertakings, covenants or obligations under the Placing Agreement
which the Bank considers, in its sole judgement (acting in good
faith) to be (singly or in the aggregate) material in the context
of the Group taken as a whole, the Placing or Admission; or
(c) any of the warranties given by the Company in the Placing
Agreement is or becomes (by reference to the facts, matters or
circumstances from time to time subsisting) untrue, inaccurate or
misleading; or
(d) in the opinion of the Bank there shall have been, whether or
not foreseeable at the date of the Placing Agreement, a material
adverse effect which the Bank considers, in its sole judgement
(acting in good faith), to be (singly or in the aggregate) material
in the context of the Group taken as a whole, the Placing or
Admission; or
(e) a 'force majeure' event occurs which Cantor Fitzgerald
considers, in its sole judgment (acting in good faith), to be
(singly or in aggregate) material in the context of the Group taken
as a whole, the Placing or Admission.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Cantor Fitzgerald of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Cantor Fitzgerald and that it needs not make any
reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only, and will not be offered in such
a way as to require an admission document or prospectus in the
United Kingdom or in any other jurisdiction. No offering document,
prospectus or admission document has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) and any information
previously published by the Company by notification to a Regulatory
Information Service.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement (including
this Appendix) 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, Cantor Fitzgerald or any other person and
none of Cantor Fitzgerald nor the Company nor any other person will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place by way of the issue to Placees of
depository interests representing the Placing Shares within the
system administered by Euroclear UK & Ireland Limited
("CREST"). The Company reserves the right to require settlement for
and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in the opinion of Cantor
Fitzgerald, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Cantor Fitzgerald.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Cantor
Fitzgerald. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in this Announcement (including this Appendix) and
subject to the Company's Articles of Association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation in
accordance with the standing arrangements in place with Cantor
Fitzgerald, stating the number of depositary interests in respect
of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Cantor Fitzgerald and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Cantor
Fitzgerald.
For the avoidance of doubt, Placing allocations will be booked
with a trade date of 21 June 2018 and a settlement date of 25 June
2018.
The Company will deliver the depositary interests representing
Placing Shares to the CREST account operated by Cantor Fitzgerald
as agent for the Company and Cantor Fitzgerald will enter their
delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of depositary interests in respect of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will take place on 25 June 2018,
on a delivery versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Cantor Fitzgerald.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares or any depositary interests representing them
are to be delivered to a custodian or settlement agent, Placees
should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares or any depositary interests representing
them 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 or
depositary interests representing them should, subject as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
The relevant settlement details are as follows:
CREST participant ID of
Cantor Fitzgerald 635
--------------------------- ------------------------
Expected trade date 21 June 2018
--------------------------- ------------------------
Settlement date 25 June 2018
--------------------------- ------------------------
ISIN Code for the Placing IL0011354904
Shares
--------------------------- ------------------------
Deadline for Placees to 12.00 p.m. (UK time) on
input instructions into 21 June 2018
CREST
--------------------------- ------------------------
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants, confirms and agrees (as the case may be)
that:
1. it has read this Announcement, including this Appendix, in
its entirety and that its acquisition of Placing Shares (or
depositary interests representing them) is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. it has received this Announcement solely for its use and has
not redistributed or duplicated it;
3. no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and
represents and warrants that it has not received a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares;
4. its participation in the Placing is subject to the provisions
of the Placing Agreement and the memorandum and articles of
association of the Company in force both before and immediately
after Admission;
5. the ordinary shares in the capital of the Company are
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of AIM (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and it is able to obtain or access such
Exchange Information without undue difficulty and is able to obtain
access to such information or comparable information concerning any
other publicly traded company without undue difficulty;
6. neither Cantor Fitzgerald nor the Company nor any of their
respective affiliates or any person acting on behalf of any of them
has provided, and will not provide, it with any material regarding
the Placing Shares (or depositary interests representing them) or
the Company other than this Announcement; nor has it requested any
of Cantor Fitzgerald, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
7. the content of this Announcement is exclusively the
responsibility of the Company and that Cantor Fitzgerald, nor any
person acting on its behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously 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 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 subscribe for and/or
acquire any the Placing Shares (or depositary interests
representing them) is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, 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 Cantor Fitzgerald or the Company or their
respective affiliates and neither Cantor Fitzgerald nor the
Company nor their respective affiliates 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 on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
8. it may not rely, and has not relied, on any investigation
that Cantor Fitzgerald, or any of its respective affiliates or any
person acting on their behalf, may have conducted with respect to
the Placing Shares (or depositary interests representing them) or
the Company or its Group, and none of such persons has made any
representation, express or implied, with respect to the Company,
its Group, the Placing Shares or the accuracy, completeness or
adequacy of any publicly available or filed information or any
representation relating to the Company or its Group; each Placee
further acknowledges that it has conducted its own investigation of
the Company, its Group and the Placing Shares and has received all
information it believes necessary or appropriate in connection with
its investment in the Placing Shares (or depositary interests
representing them);
9. it has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares (or
depositary interests representing them);
10. except as set out in paragraph 10(a) below, it has neither
received nor relied on any 'inside information' (for the purposes
of the EU Market Abuse Regulation 596/2014 ("MAR") and section 56
of the Criminal Justice Act 1993) concerning the Company prior to
or in connection with accepting the invitation to participate in
the Placing and is not purchasing Placing Shares on the basis of
material non-public information;
a. if it has received any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities, it confirms that it has received
such information within the market soundings regime provided for in
article 11 of MAR and associated delegated regulations and it has
not: (i) dealt (or attempted to deal) in the securities of the
Company; (ii) encouraged, recommended or induced another person to
deal in the securities of the Company; or (iii) unlawfully
disclosed inside information to any person, prior to the
information being made publicly available;
11. Cantor Fitzgerald nor any person acting on its behalf nor
any of its respective affiliates has or shall have any liability
for 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;
12. it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of FSMA and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof including the Money Laundering Sourcebook of the FCA (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;
13. if a financial intermediary, as that term is used in Article
3(2) of EU Directive 2003/71/EC (the "Prospectus Directive")
(including any relevant implementing measure in any member state),
represents and warrants that the Placing Shares subscribed for
and/or acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the European Economic Area which has implemented the Prospectus
Directive other than to qualified investors, or in circumstances in
which the prior consent of Cantor Fitzgerald has been given to the
proposed offer or resale;
14. it has not offered or sold and will not offer or sell any
Placing Shares (or depositary interests representing them) to
persons in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
15. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the
European Economic Area within the meaning of the Prospectus
Directive (Directive 2003/71/EC) (including any relevant
implementing measure in any member state);
16. 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;
17. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
18. if in the United Kingdom, it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order, or (iii) to whom
this Announcement may otherwise lawfully be communicated;
19. any offer of Placing Shares may only be directed at persons
in member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive and represents and agrees that it is such a qualified
investor;
20. it and any person acting on its behalf is entitled to
subscribe for and/or acquire any Placing Shares (or depositary
interests representing them) under the laws of all relevant
jurisdictions which apply to it and that it has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations, and that its subscription of Placing Shares will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise.
21. the Placing Shares have not been and will not be registered
with any securities regulatory authority of Canadian, Japanese,
Australian, South African securities legislation, or the securities
legislation of any other jurisdiction where it would be unlawful to
do so, and therefore the Placing Shares may not be offered, sold,
transferred or delivered directly or indirectly into Canada, Japan,
Australia or the Republic of South Africa or their respective
territories and possessions, or the securities legislation of any
other jurisdiction where it would be unlawful to do so, except
subject to limited exemptions;
22. it has complied with all relevant laws of all relevant
territories, obtained all requisite governmental or other consents
which may be required in connection with the Placing Shares,
complied with all requisite formalities and that it has not taken
any action or omitted to take any action which will or may result
in Cantor Fitzgerald, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
23. its purchase of Placing Shares (or depositary interests
representing them) does not trigger, in the jurisdiction in which
it is resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to
such purchase; (ii) any disclosure or reporting obligation of the
Company; or (iii) any registration or other obligation on the part
of the Company;
24. it (and any person acting on its behalf) will make payment
for the Placing Shares (or depositary interests representing them)
allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares (or depositary interests representing them) may be placed
with other acquirers or sold as Cantor Fitzgerald may in its
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Placing Price and the number of
Placing Shares (or depositary interests representing them)
allocated to it and may be required to bear any stamp duty, stamp
duty reserve tax or other similar taxes (together with any interest
or penalties) which may arise upon the sale of such Placee's
Placing Shares (or depositary interests representing them);
25. Cantor Fitzgerald nor any of its affiliates, nor any person
acting on behalf of any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be a client of Cantor Fitzgerald for the purposes of the
Placing and that Cantor Fitzgerald does not have any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
26. the person whom it specifies for registration as holder of
the Placing Shares (or depositary Interests representing them) will
be (i) itself or (ii) its nominee, as the case may be. Neither
Cantor Fitzgerald 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 or Cantor Fitzgerald
in respect of the same on the basis that the Placing Shares (or
depositary interests representing them) will be allotted to the
CREST stock account of Cantor Fitzgerald who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
27. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (or depositary interests
representing them) (together with any interest chargeable thereon)
may be taken by the Company or Cantor Fitzgerald 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;
28. Cantor Fitzgerald and its affiliates will rely upon the
truth and accuracy of the representations, warranties and
acknowledgements set forth herein and which are irrevocable and it
irrevocably authorises Cantor Fitzgerald to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
29. agrees to indemnify on an after tax basis and hold the
Company and Cantor Fitzgerald 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 the Appendices and
further agrees that the provisions of the Appendices shall survive
after completion of the Placing;
30. it will acquire any Placing Shares (or depositary interests
representing them) subscribed for and/or acquired by it for its
account or for one or more accounts as to each of which it
exercises sole investment discretion and it has full power to make
the acknowledgements, representations and agreements herein on
behalf of each such account;
31. its commitment to subscribe for and/or acquire any Placing
Shares (or depositary interests representing them) on the terms set
out herein and in the relevant contract notes 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. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and Cantor Fitzgerald. The agreement to
settle a Placee's subscription (and/or the subscription 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 the subscription by it and/or such person direct from the
Company for the Placing Shares (or depositary interests
representing them) in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares (or depositary interests representing them) is, or is acting
as nominee or agent for, and that the Placing Shares (or depositary
interests representing them) will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and none
of the Company, nor Cantor Fitzgerald shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Cantor Fitzgerald
accordingly;
32. no action has been or will be taken by any of the Company,
Cantor Fitzgerald or any person acting on behalf of the Company or
Cantor Fitzgerald 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;
33. in making any decision to subscribe for and/or acquire any
the Placing Shares (or depositary interests representing them), it
has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares (or
depositary interests representing them). It further confirms that
it is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of, and is able to sustain a complete loss
in connection with the Placing. It further confirms that it relied
on 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;
34. it is not acting in concert (within the meaning given in the
City Code on Takeovers and Mergers) with any other Placee or any
other person in relation to the Company;
35. it will provide Cantor Fitzgerald with such relevant
documents as it may reasonably request to comply with requests or
requirements that either they or the Company may receive from
regulators in relation to the Placing, subject to its legal,
regulatory and compliance requirements and restrictions;
36. it has (a) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems
necessary; (b) had access to review publicly available information
concerning the Company that it considers necessary or appropriate
and sufficient in making an investment decision; (c) reviewed such
information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares (or
depositary interests representing them); and (d) made its
investment decision based upon its own judgment, due diligence and
analysis and not upon any view expressed or information provided by
or on behalf of Cantor Fitzgerald;
37. it may not rely on any investigation that Cantor Fitzgerald
or any person acting on their behalf may or may not have conducted
with respect to the Company or the Placing and Cantor Fitzgerald
has not made any representation to it, express or implied, with
respect to the merits of the Placing, the subscription for the
Placing Shares (or depositary interests representing them), or as
to the condition, financial or otherwise, of the Company, or as to
any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for and/or acquire
any the Placing Shares (or depositary interests representing them).
It acknowledges and agrees that no information has been prepared by
Cantor Fitzgerald or the Company for the purposes of this
Placing;
38. it will not hold Cantor Fitzgerald or any of its affiliates
or any person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") and that neither Cantor Fitzgerald nor any person
acting on its behalf makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
39. the Placing Shares (or depositary interests representing
them) have not been and will not be registered under the Securities
Act or with any securities regulatory authority of any state or
other jurisdiction of the United States, and accordingly, may not
be offered or sold or otherwise transferred in the United States
except pursuant to registration under the Securities Act or in a
transaction exempt from, or not subject to, the registration
requirements of the Securities Act;
40. it is aware that the Placing Shares (or depositary interests
representing them) are being offered outside the United States in
reliance on Regulation S promulgated under the Securities Act
("Regulation S");
41. it is, at the time of the offer and acceptance of the
Placing Shares (or depositary interests representing them) located
outside the United States and is subscribing for shares only in an
Offshore Transaction as defined, and in accordance with, Regulation
S;
42. it did not purchase or otherwise acquire the Placing Shares
based on or due to directed selling efforts (as defined in Rule 902
under the Securities Act), including based on an advertisement in a
publication with a general circulation in the United States, nor
has it seen or been aware of any activity that, to its knowledge,
constitutes directed selling efforts in the United States;
43. it is purchasing the Placing Shares (or depositary interests
representing them) for investment only, and not with a view to or
for sale or other transfer in connection with any distribution of
the Placing Shares in any manner that would violate the Securities
Act; and
44. it understands and acknowledges that neither the Company nor
any of its respective affiliates, makes any representation as to
the availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares (or
depositary interests representing them).
The foregoing acknowledgements, undertakings, representations,
warranties, confirmations and agreements are given for the benefit
of the Company and Cantor Fitzgerald and each of their respective
affiliates.
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
United Kingdom by them or any other person on the subscription by
them of any Placing Shares (or depositary interests representing
them) or the agreement by them to subscribe for and/or acquire any
Placing Shares (or depositary interests representing them).
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither the Company nor Cantor Fitzgerald owes
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Cantor Fitzgerald or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares (or
depositary interests representing them).
When a Placee or person acting on behalf of the Placee is
dealing with Cantor Fitzgerald, any money held in an account with
Cantor Fitzgerald 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
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Cantor
Fitzgerald money in accordance with the client money rules and
could be used by Cantor Fitzgerald in the course of its own
business; and the Placee will rank only as a general creditor of
Cantor Fitzgerald.
All times and dates in this Announcement may be subject to
amendment. Cantor Fitzgerald shall notify the Placees and any
person acting on behalf of the Placees of any changes.
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.
END
MSCSDDESSFASEDI
(END) Dow Jones Newswires
May 31, 2018 02:00 ET (06:00 GMT)
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