TIDMALT
RNS Number : 3512F
Altitude Group PLC
17 May 2017
THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF ITS TERRITORIES,
CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Altitude Group plc
("Altitude" or the "Company")
Proposed GBP3.6 million placing of 5,983,335 new and existing
Ordinary Shares
Proposed Asset Purchase Agreement
Altitude Group plc (AIM: ALT), the operator of a leading
marketplace for personalised products, is pleased to announce that
it intends to issue up to 4,166,667 new ordinary shares of 0.4
pence each in the capital of the Company (the "Placing Shares"),
representing approximately 9.0% of the issued share capital of the
Company at a price of 60 pence per Placing Share to raise up to
GBP2.5 million (before expenses) (the "Placing"). Peter Hallett,
Sanjay Lobo and Gellan Watt, directors of the Company, intend to
participate in the Placing.
In addition, Keith Willis, a substantial shareholder, has agreed
to sell down 1,816,668 ordinary shares of 0.4p each ("Ordinary
Shares"), taking the total placing to GBP3.6 million.
The net proceeds will be used to ensure the Company has
flexibility in funding to significantly increase the number of US
Channl.com web sites created for distributors and end users, gain
traction in terms of their activation and engagement and support
the UK launch of Channl.com through a conditional asset purchase
agreement entered into in relation to the acquisition of certain
assets of AdProducts.com Limited ("AdProducts"), a small UK based
supplier of promotional products, for a cash consideration of
GBP0.8 million (subject to a stock valuation adjustment). The asset
purchase agreement is conditional on, amongst other things, the
receipt of relevant vendor bank consents.
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement, in accordance with the
terms and conditions set out in the appendix to this announcement
(which forms part of this announcement). finnCap Ltd is acting as
sole broker in connection with the Placing.
It is expected that the Bookbuild will be completed today, after
which a further announcement will be made.
About AdProducts
AdProducts is a UK supplier of promotional products direct to
trade supplying 1,600 distributors in the UK. Altitude has
conditionally agreed to acquire certain assets of AdProducts for a
cash consideration of approximately GBP0.8 million (subject to a
stock valuation adjustment). The acquisition will facilitate the
launch of Channl in the UK, enabling distributors and their
customers to trade online. AdProducts 2016 revenue was GBP3.5m with
a profit before tax of GBP0.3m.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation 596/2014
("MAR"). In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
For further information please contact:
Altitude Group plc
Peter Hallett, Chairman 07887 987469
finnCap Tel: 020 7220 0500
Jonny Franklin-Adams (Corporate
Finance)
Scott Mathieson (Corporate
Finance)
Richard Chambers (Corporate
Broking)
IMPORTANT INFORMATION
The distribution of the Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or
prohibited by law or regulation. Persons distributing the
Announcement must satisfy themselves that it is lawful to do so. No
action has been taken by the Company or finnCap that would permit
an offering of such shares or possession or distribution of the
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession the Announcement comes are
required by the Company and finnCap to inform themselves about, and
to observe, such restrictions.
The Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by any
such forward-looking statement. Statements contained in the
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in the
Announcement is subject to change without notice and neither
finnCap nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of the Announcement.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as nominated adviser
and broker to the Company in relation to the Placing and Admission
and is not acting for any other persons in relation to the Placing
and Admission. finnCap is acting exclusively for the Company and
for no one else in relation to the matters described in the
Announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of finnCap, or for
providing advice in relation to the contents of the Announcement or
any matter referred to in it. The responsibilities of finnCap as
the Company's nominated adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to London
Stock Exchange plc and are not owed to the Company or to any
director or shareholder of the Company or any other person, in
respect of his decision to acquire shares in the capital of the
Company in reliance on any part of the Announcement, or
otherwise.
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 finnCap or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
the Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in the Announcement is intended to be a profit
forecast or estimate, and no statement in the 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
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Announcement.
APPIX - IMPORTANT INFORMATION FOR PLACEES ONLY
The Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in, into or from the
United States or any of its territories, Australia, Canada, Japan,
the Republic of Ireland, the Republic of South Africa or any other
jurisdiction in which such release, publication or distribution
would be unlawful (a "Prohibited Jurisdiction").
Members of the public are not eligible to take part in the
Placing. This Appendix and the terms and conditions set out herein
are for information purposes only and are directed only at persons
selected by finnCap who fall within the description that, if they
were clients of finnCap, could be categorised as a "professional
client" or an "eligible counterparty" within the meaning of Chapter
3 of the Financial Conduct Authority's Conduct of Business
Sourcebook and therefore fall within the provisions of point (1) of
section (i) of Annex (III) to the Markets in Financial Instruments
Directive and furthermore, who are: (a) persons in Member States of
the European Economic Area who are qualified investors as defined
in section 86(1)(a) and 86(7) of the Financial Services and Markets
Act 2000, as amended ("FSMA"), ("qualified investors") being
persons falling within the meaning of Article 2(1)(e) of the EU
Prospectus Directive (which means Directive 2003/71/EC and includes
any relevant implementing directive measure in any member state)
(the "Prospectus Directive"); (b) in the United Kingdom, qualified
investors who are persons who (i) have professional experience in
matters relating to investments who fall within article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 as amended (the "Order"); (ii) fall within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order and are qualified investors; or
(iii) are members or creditors of certain bodies corporate within
Article 43; or (iv) or are persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to
as "Relevant
Persons"). This Appendix 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 Appendix and the terms and conditions set out herein relates
is available only to Relevant Persons and will be engaged in only
with Relevant Persons.
The Announcement is for information purposes only and does not
itself constitute an offer for sale or subscription of any
securities in the Company. The Announcement has been issued by and
is the sole responsibility of the Company.
The Announcement is not an offer for sale or subscription in any
jurisdiction in which such offer, solicitation or sale would be
unlawful under the securities laws of any such jurisdiction. The
Announcement is not an offer of or solicitation to purchase or
subscribe for securities in the United States. The securities
referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Neither the
United States Securities and Exchange Commission nor any securities
regulatory authority of any state or other jurisdiction of the
United States has approved or disapproved of an investment in the
securities or passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of the contents of the Announcement. Any
representation to the contrary is a criminal offence in the United
States. No public offering of securities is being made in the
United States. No money, securities or other consideration from any
person inside the United States is being solicited and, if sent in
response to the information contained in the Announcement will not
be accepted.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of an investment in Placing
Shares.
The price of shares in the Company and the income from them (if
any) may go down as well as up and investors may not get back the
full amount invested on disposal of shares. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
The information under the heading "Important Information" set
out in the Announcement is deemed to have been incorporated into
and therefore forms part of this Appendix.
1. Definitions
In this Appendix:
a) "Admission" means the admission of the Placing Shares to trading on AIM;
b) "AIM" means the AIM market operated and regulated by the London Stock Exchange plc;
c) "Announcement" means the Company's regulatory announcement
(set out above) of the Placing, together with this Appendix, dated
17 May 2017;
d) "FCA" means the Financial Conduct Authority;
e) "finnCap" means finnCap Ltd;
f) "finnCap Person" means any person being (i) finnCap, (ii) an
undertaking which is a subsidiary undertaking of finnCap, (iii) a
parent undertaking of finnCap or (other than finnCap) a subsidiary
undertaking of any such parent undertaking, or (iv) a director,
officer, agent or employee of any such person;
g) "Group" means the group comprising the Company and its subsidiary undertakings;
h) "Ordinary Shares" means the ordinary shares of 0.4 pence in the capital of the Company;
i) "Placee" means any Relevant Person who is or becomes
committed on a conditional basis to subscribe for Placing Shares
under the Placing;
j) "Placing" the placing of the Placing Shares at the Placing
Price by finnCap pursuant to the Placing Agreement, as described in
the Announcement;
k) "Placing Agreement" means the conditional placing agreement
relating to the Placing to be entered into between the Company,
Keith Willis and finnCap;
l) "Placing Price" means the fixed price at which each Placing
Share is to be made available for subscription under the Placing,
as agreed with Placees;
m) "Placing Shares" means the new Ordinary Shares to be issued pursuant to the Placing; and
n) "Prospectus Rules" means the prospectus rules of the Financial Conduct Authority.
Terms defined elsewhere in this Announcement have the same
meanings, unless the context requires otherwise.
2. Placing
finnCap is acting as the Company's agent in respect of the
Placing. finnCap will determine the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee. No commissions will be paid to or by Placees
in respect of their agreement to subscribe for any Placing
Shares.
finnCap will enter into the Placing Agreement under which it
will, on the terms and subject to the conditions set out in the
Placing Agreement, agree to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing
Price.
Each Placee will be required to pay to finnCap, on the Company's
behalf, the Placing Price as the subscription sum for each Placing
Share that it is required to subscribe for in accordance with the
terms set out in or referred to in this Appendix. Each Placee's
obligation to subscribe and pay for Placing Shares under the
Placing will be owed to each of the Company and finnCap. Each
Placee will be deemed to have read this Appendix in its entirety.
Neither finnCap nor any other finnCap Person will have any
liability (subject to applicable legislation and regulations) to
Placees or to any person other than the Company in respect of the
Placing.
Various dates referred to in this document are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed at the Company's or
finnCap's discretion. The expected date for Admission is 23 May
2017 and, in any event, the latest date for Admission is 23 June
2017 (the "Long Stop Date").
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this document
and on the terms contained in it. No admission document for the
purposes of the AIM Rules for Companies, or prospectus for the
purposes of the Prospectus Rules, is required to be published, or
has been or will be published, in relation to the Placing or the
Placing Shares.
3. No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement and subject to any further terms set forth in the
written confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information, representation, warranty or statement made by or
on behalf of finnCap or the Company or any other person and none of
finnCap, the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in the
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
4. Participation and settlement
Participation in the Placing is only available to persons who
are invited to participate in it by finnCap.
A Placee's commitment to subscribe for a fixed number of Placing
Shares under the Placing will be agreed verbally with finnCap. Such
agreement will constitute an irrevocable, legally binding
commitment on such Placee's part to subscribe for that number of
Placing Shares at the Placing Price on the terms and subject to the
conditions set out or referred to in this Appendix and subject to
the Company's constitution. A Placee's agreement to subscribe for
Placing Shares is not conditional on any minimum raising under the
Placing. The final amount raised under the Placing will be
determined by finnCap in its sole discretion.
After such agreement is entered into a written confirmation will
be dispatched to the Placee by finnCap stating (i) the number of
Placing Shares for which such Placee has agreed to subscribe, (ii)
the aggregate amount such Placee will be required to pay for those
Placing Shares, (iii) relevant settlement information, and (iv)
settlement instructions. A settlement instruction form will
accompany each written confirmation and, on receipt, should be
completed and returned by the date and time stated in it.
The expected timetable for settlement will be as follows:
Trade Date 19 May 2017
Payment Date 22 May 2017
Settlement Date 23 May 2017
ISIN Code GB00B0LSFV82
SEDOL B0LSFV8
Deadline for input instruction into CREST 10.00 a.m. on 19 May 2017
Please refer to the instruction form for the CREST ID of
finnCap.
Settlement of transactions in the Placing Shares will take place
within the CREST system, subject to certain exceptions, on a
"delivery versus payment" (or "DVP") basis. finnCap reserves the
right to require settlement for and/or delivery to any Placee of
any Placing Shares by such other means as it may deem appropriate
if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in the Announcement.
On the settlement date, each Placee must settle the full amount
owed by it in respect of the Placing Shares allocated to it.
A Placee whose Placing Shares are to be delivered to a custodian
or settlement agent should ensure that the written confirmation is
copied and delivered promptly to the appropriate person within that
organisation.
5. Placing conditions
The Placing is conditional on, among other things, (i) finnCap
and the Company having entered into the Placing Agreement and the
Company having complied with its obligations and satisfied all
conditions to be performed or satisfied by it under the Placing
Agreement that fall to be performed or satisfied on or before
Admission (unless waived by finnCap, where capable of waiver), (ii)
finnCap's obligations under the Placing Agreement not being
terminated in accordance with its terms and the Placing Agreement
becoming unconditional in all respects, (iii) the asset purchase
agreement not having lapsed or been terminated and having become
unconditional on Admission subject only to receipt of the relevant
bank consents, and (iv) Admission taking place by the relevant time
and date stated in the Announcement. finnCap may extend the time
and/or date for the fulfilment of any of the conditions referred to
above to a time no later than 8.00 a.m. on the Long Stop Date.
If any such condition is not fulfilled (and, if capable of
waiver under the Placing Agreement, is not waived by finnCap) by
the relevant time, the Placing will lapse and each Placee's rights
and obligations in respect of the Placing will cease and terminate
at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee
is acting) in respect thereof.
finnCap's obligations under the Placing Agreement may be
terminated by finnCap at any time prior to Admission in certain
circumstances including, among other things, following a material
breach of the Placing Agreement by the Company or the occurrence of
certain force majeure events. The exercise of any right of
termination pursuant to the Placing Agreement, any waiver of any
condition in the Placing Agreement and any decision by finnCap
whether or not to extend the time for satisfaction of any condition
in the Placing Agreement will be within finnCap's absolute
discretion (as is the exercise of any right or power of finnCap
that is referred to in this Appendix). Neither finnCap nor the
Company will have any liability to any Placee or to anyone else in
respect of any such termination, waiver or extension or any
decision to exercise or not to exercise any such right of
termination, waiver or extension.
6. Placees' warranties and undertakings to the Company and finnCap
By agreeing with finnCap to subscribe for Placing Shares under
the Placing, each Placee (and each person acting on a Placee's
behalf) irrevocably acknowledges, confirms, warrants, represents
and undertakes to, and agrees with, each of the Company and
finnCap, in each case as a fundamental term of such Placee's
application for Placing Shares and of the Company's obligation to
allot and/or issue any Placing Shares to it or at its direction
(save where finnCap expressly agrees in writing to the contrary),
that:
a) It has read and understood the Announcement in its entirety
and it agrees to and accepts all the terms and conditions set out
in this Appendix;
b) its subscription is irrevocable and its rights and
obligations in respect of the Placing will terminate only in the
circumstances referred to in this Appendix and will not be subject
to rescission or termination by it in any circumstances;
c) it is not entitled to rely on any information (including,
without limitation, any information contained in any management
presentation given in relation to the Placing) other than that
contained in the Announcement; and that the Announcement is the
sole responsibility of the Company;
d) it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document is required under the Prospectus
Directive and has been or will be prepared in connection with the
Placing;
e) it is not a client of finnCap in relation to the Placing and
finnCap is not acting for it in connection with the Placing and
will not be responsible to it in respect of the Placing for
providing protections afforded to its clients;
f) it has not relied on, and will not rely on, any information
given by or any representation, warranty or statement made at any
time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the
information in the Announcement in reaching its decision to
subscribe for Placing Shares under the Placing;
g) it has not been, and will not be, given any warranty or
representation by any finnCap Person in relation to any Placing
Shares, the Company or any other member of its Group and no finnCap
Person will have any liability to it for any information contained
in the Announcement or which has otherwise been published by the
Company or for any decision by it to participate in the Placing
based on any such information or on any other information provided
to it;
h) it will pay the full subscription sum at the Placing Price as
and when required in respect of all Placing Shares for which it is
required to subscribe under its Placing participation and will do
all things necessary on its part to ensure that payment for such
shares and their delivery to it or at its direction is completed in
accordance with the standing CREST instructions (or, where
applicable, standing certificated settlement instructions) that it
has in place with finnCap or puts in place with finnCap;
i) the allocation, allotment, issue and delivery to the Placee,
or the person specified by such Placee 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 the Placee is not
participating in the Placing as nominee or agent for any person or
persons to whom the allocation, allotment, issue or delivery of
Placing Shares would give rise to such a liability;
j) its obligations under the Placing are valid, binding and
enforceable and that it has all necessary capacity, consents and
authority, and has obtained all necessary consents and authorities
to enable it to commit to participation in the Placing and to
perform its obligations in relation thereto and will honour its
obligations;
k) should any stamp duty or stamp duty reserve tax be payable on
a Placee's subscription of shares under the Placing, this will be
to the account of the Placee and neither the Company nor finnCap
will be responsible in respect thereof and if any such person is
obliged by law to pay any such tax, they shall be entitled to
recover it from the Placee;
l) it is permitted to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Criminal Justice Act 1993, the Terrorism Act
2000, the Anti-Terrorism, Crime and Security Act 2001, the
Terrorism Act 2006, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007) and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such subscription, and it will provide
promptly to finnCap such evidence, if any, as to the identity or
location or legal status of any person which finnCap may request
from it in connection with the Placing (for the purpose of
complying with any such laws 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 finnCap on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be allotted and/or issued to it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as finnCap may decide;
m) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
n) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
o) it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so, (ii) it is and will remain liable to the Company and/or
finnCap for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person), (iii) it is both an "authorised person" for
the purposes of FSMA and a qualified investor acting as agent for
such person, and (iv) such person is either (1) a FSMA qualified
investor or (2) its "client" (as defined in section 86(2) of FSMA)
that has engaged it to act as his agent on terms which enable it to
make decisions concerning the Placing or any other offers of
transferable securities on his behalf without reference to him;
p) nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the Prospectus Rules or in accordance with any other
laws applicable in any part of the European Union or the European
Economic Area or any other territory or jurisdiction;
q) it will not treat any Placing Shares in any manner that would
contravene any legislation applicable in any territory or
jurisdiction and no aspect of its participation in the Placing will
contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company or finnCap to
contravene any such legislation in any respect;
r) (in this paragraph and in paragraph (q) below United States
means the United States of America, each of its states, its
territories and possessions and the District of Columbia and unless
defined elsewhere in this Appendix, terms and expressions used in
this paragraph and in paragraph (q) below have the meanings given
to them by Regulation S made under the US Securities Act) the
Ordinary Shares and the Placing Shares have not been and will not
be registered under the United States Securities Act 1933 (as
amended) (the "US Securities Act") or the relevant Canadian,
Japanese, Australian, Irish or South African securities legislation
and therefore the Placing Shares may not be offered, sold,
transferred or delivered directly or indirectly in or into the
United States or in or into Canada, Japan, Australia, the Republic
of Ireland or the Republic of South Africa or their respective
territories and possessions, except, in the case of the United
States, pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities
Act;
s) (i) you are not within the United States, Canada, Australia,
Japan, Republic of Ireland or the Republic of South Africa and you
are not a US Person and are purchasing the Placing Shares outside
the United States in an offshore transaction meeting the
requirements of Regulation S and are not a citizen of Canada,
Australia, Japan, the Republic of Ireland or the Republic of South
Africa; (ii) you have not offered, sold or delivered and will not
offer to sell or deliver any of the Placing Shares to persons
within the United States, directly or indirectly, or into Canada,
Australia, Japan, the Republic of Ireland or the Republic of South
Africa; (iii) neither you, your affiliates, nor any persons acting
on your behalf, have engaged or will engage in any directed selling
efforts with respect to the Placing Shares; (iv) you are not taking
up the Placing Shares for resale in or into the United States,
Canada, Australia, Japan, the Republic of Ireland or the Republic
of South Africa; and (v) you have not and will not distribute any
offering material, directly or indirectly, in or into the United
States, Canada, Australia, Japan, the Republic of Ireland or the
Republic of South Africa or to any persons resident in such
countries;
t) you are aware of your obligations in connection with the
Criminal Justice Act 1993 and the Market Abuse Regulation
(EU)596/2014 and you have complied and will comply with those
obligations;
u) finnCap may itself agree (but is under no obligation) to
become a Placee in respect of some or all of the Placing Shares or
by nominating any other finnCap Person or any person associated
with any finnCap Person to do so;
v) time is of essence as regards its obligations under this Appendix;
w) it will indemnify on an after-tax basis and hold the Company,
finnCap, each finnCap Person 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 Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
x) it is an institution that 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 and 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;
y) to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement;
z) its participation in the Placing would not give rise to an
offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers
and Mergers;
aa) it irrevocably appoints any director of finnCap as its agent
for the purposes of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it
to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing;
bb) this Appendix and any contract which may be entered into
between it and finnCap and/or the Company pursuant to this Appendix
or the Placing, and all non-contractual obligations arising between
the Placee and finnCap and/or the Company in respect of the
Placing, will be governed by and construed in accordance with the
laws of England, for which purpose it submits (for 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 or relating to this Appendix or such
contract, except that each of the Company and finnCap will have the
right to bring enforcement proceedings in respect of any judgement
obtained against such Placee in the English courts or in the courts
of any other relevant jurisdiction;
cc) each right or remedy of the Company or finnCap provided for
in this Appendix is in addition to any other right or remedy which
is available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy;
dd) any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to finnCap; and
ee) nothing in this Appendix will exclude any liability of any
person for fraud on its part, and all times and dates in the
Announcement are subject to amendment at the discretion of finnCap
except that in no circumstances will the date scheduled for
Admission be later than the Long Stop Date.
The acknowledgments, confirmations, warranties, representations
and undertakings contained in this Appendix are given to finnCap
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
7. Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on finnCap's receipt of payment in full
for such shares by the relevant time to be stated in the written
confirmation referred to above, or by such later time and date as
finnCap may determine, and otherwise in accordance with that
confirmation's terms. finnCap may waive this condition, and will
not be liable to any Placee for any decision to waive it or
not.
If any Placee fails to make such payment by the required time
for any Placing Shares (1) the Company may release itself, and (if
it decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to such Placee
or at its direction which are then unallotted and/or unissued, (2)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its constitution or by law and to the extent that
such Placee then has any interest in or rights in respect of any
such shares, (3) the Company or, as applicable, finnCap may sell
(and each of them is irrevocably authorised by such Placee to do
so) all or any of such shares on such Placee's behalf and then
retain from the proceeds, for the account and benefit of the
Company or, where applicable, finnCap (i) any amount up to the
total amount due to it as, or in respect of, subscription monies,
or as interest on such monies, for any Placing Shares and (ii) any
amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of such sale,
and (4) such Placee will remain liable to the Company and to
finnCap for the full amount of any losses and of any costs which it
may suffer or incur as a result of it (i) not receiving payment in
full for such Placing Shares by the required time, and/or (ii) the
sale of any such Placing Shares to any other person at whatever
price and on whatever terms are actually obtained for such sale by
or for it. Interest may be charged daily in respect of payments not
received by finnCap for value by the required time referred to
above at the rate of two percentage points above prevailing LIBOR
as determined by finnCap.
8. Overseas jurisdictions
The distribution of the Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Persons who seek to participate in the Placing
must inform themselves about and observe any such restrictions. In
particular, the Announcement does not constitute or form part of
any offer or invitation, or a solicitation of any offer or
invitation, to subscribe for or acquire or sell or purchase or
otherwise deal in Ordinary Shares in any Prohibited
Jurisdiction.
9. Placing Shares
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the then existing
issued Ordinary Shares.
10. General
References to time in the Announcement are to London, England
time, unless otherwise stated.
All times and dates in the Announcement are subject to amendment
at the discretion of finnCap.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELFFIIEAIRLID
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May 17, 2017 02:00 ET (06:00 GMT)
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