TIDMAUTG
RNS Number : 0193T
Autins Group PLC
19 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, 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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN AUTINS GROUP PLC
OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
AUTINS GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE
SAME HAS BEEN RETAINED IN UK LAW AS AMED BY THE MARKET ABUSE
(AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE
NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Autins Group plc
("Autins", the "Company" or the "Group")
Proposed Placing to raise GBP3.0 million
Notice of General Meeting
Autins Group plc (AIM: AUTG), the UK and European based
manufacturer of the patented Neptune melt-blown material and
specialist in the design, manufacture and supply of acoustic and
thermal insulation solutions, announces a proposed placing to raise
approximately GBP3.0 million at a price of 20 pence per share. T he
issue and allotment of the Placing Shares will be conditional on,
inter alia, shareholder approval at a general meeting of the
Company.
The Placing is being conducted by an accelerated book building
process which will commence immediately following the publication
of this Announcement.
Placing Highlights:
-- Placing to raise GBP3.0 million before expenses at the Placing Price.
-- Net proceeds of the Placing receivable by the Company will principally be used:
o to provide a market recovery buffer as the automotive market
recovers from semi-conductor supply issues;
o to provide increased working capital for growth in Germany and
UK safety stocks;
o to invest in the Company's Neptune manufacturing facilities to
further increase capacity and profitability; and
o to accelerate electric vehicle product development and other
commercial activities.
-- The Placing Price represents a discount of approximately 21.6
per cent. to the closing middle market price per Ordinary Share of
25.5 pence on 18 November 2021, being the last practicable trading
day prior to the release of this Announcement.
-- The Placing Shares will represent approximately 37.9 per
cent. of the Company's Existing Ordinary Shares.
-- The final number of Placing Shares to be placed will be
determined by SCM in consultation with the Company, at the close of
the Bookbuilding Process, and the result of the Placing will be
announced as soon as practicable thereafter. The timing for the
close of the Bookbuilding Process and the allocation of the Placing
Shares thereunder, will be determined by SCM in consultation with
the Company.
Gareth Kaminski-Cook, Chief Executive Officer of Autins,
commented:
" "Despite significant challenges, the Group experienced some
recovery in the automotive sector in H121, and we are pleased to
see continued growth in Germany throughout the year. Encouragingly,
sales to the flooring market and of Neptune technology products
have continued to grow year on year. In H221 the automotive market
has been significantly disrupted by the semi-conductor crisis and
our associated revenues and profit have been adversely impacted.
Given the short to medium term uncertainty on the timing of
recovery of chip supply, the Board has decided, in the best
interest of all stakeholders, Autins will seek to raise a minimum
of GBP3 million gross to support the business ahead of recovery of
the automotive market and to build on momentum seen within our
commercial growth projects."
Notice of General Meeting and Shareholder Circular
The Placing is conditional, inter alia, on the approval by
shareholders of resolutions to be proposed at the General Meeting
to provide authority to the Directors to allot the Placing Shares
otherwise than on a pre-emptive basis.
The General Meeting will be held at the Company's offices at
Central Point One, Central Park Drive, Rugby, Warwickshire CV23 0WE
at 11.15 a.m. on 9 December 2021. The Circular containing the
Notice of General Meeting will be posted to shareholders in due
course and will be made available on the Company's website at
www.autins.com .
The above summary should be read in conjunction with the full
text of this announcement. All capitalised terms used throughout
this announcement shall have the meanings given to such terms in
the Definitions section of this announcement unless otherwise
defined herein.
For further information please contact:
Autins Group plc
Gareth Kaminski-Cook, Chief Executive Via Newgate
Kamran Munir, CFO
Singer Capital Markets Tel: 020 7496 3000
(Nominated Adviser and Broker)
Mark Taylor / Asha Chotai
Newgate Communications Tel: 020 7653 9850
(Financial PR)
Adam Lloyd
Tom Carnegie
Background to and reasons for the Placing
Autins is the UK and European manufacturer of the patented
Neptune melt-blown material and specialises in the design,
manufacture and supply of acoustic and thermal insulation
solutions. The Company operates within a number of industries
including automotive, flooring, commercial vehicles and
offices.
As previously announced, uncertainty remains within the
automotive sector regarding semi-conductor supply issues which
continue to negatively impact car production volumes, despite OEMs
reporting an improvement in overall market demand. Automotive
revenues in the UK reduced by 34 per cent. in H221 compared to H1.
Semi-conductor shortages are forecast to continue well into 2022.
Based on current market information, the Board expects some
improvement in production volumes from Q3 2022, leading to a period
of recovery thereafter, from which Autins should benefit as an
incumbent supplier on numerous OEM platforms.
In order to support the Group during this period, the Board has
taken steps to reduce operational costs and overheads, including
reducing headcount and outsourcing where appropriate. In addition
to the salary reductions in FY20, the Board further agreed to
salary deferments in FY21 (and these are continuing in FY22) to
support the Company's liquidity position during this period.
Despite challenging market conditions, the Group continues to
see positive momentum in aspects of its business, particularly in
Germany and sales of flooring and Neptune products. Trading for the
year ended 30 September 2021 has been positive, with unaudited
revenue for the year increasing by approximately 12 per cent. to
GBP24.1 million (FY20: GBP21.5 million) driven by growth in the
Company's German business and the flooring division. Unaudited
Group EBITDA (after IFRS 16 adjustments) remained stable at GBP1.1
million (FY20: GBP1.1 million).
Neptune
Sales of Neptune components have increased significantly during
FY21 and Autins continues to convert pipeline opportunities to
orders. In FY21 Neptune product sales accounted for unaudited
revenue of GBP7.1 million (FY20: 4.3 million).
Numerous new contracts for Neptune products were won in the year
with different companies, including DAF, Lamborghini, JLR, IAC,
Adient (Volvo), Auria and Spacestor. Given Neptune's acoustic and
weight benefits for electric vehicles, Autins remains focussed on
providing solutions for manufacturers and has existing supply
agreements in place with Volvo (Polestar), JLR (iPace), AMG
(Project 1) and LEVC (London Taxis). Although some contract awards
have been delayed during FY21 due to the impact of Covid-19 and the
semi-conductor shortages, the enquiry pipeline for Neptune products
remains strong at GBP20.6 million, representing almost 50 per cent.
of the Group's total enquiry pipeline of GBP41.5 million.
As a result of continued contract wins, the Group is investing
in its Neptune facility to improve margins and increase capacity to
meet future demand.
Automotive
UK Automotive revenue declined in H221 by 34 per cent. to GBP6.3
million compared to H121 (H121: 9.5 million ); driven by
semi-conductor supply issues which were compounded by usual summer
shutdowns and OEMs maximising their use of the UK Government's
furlough scheme. Overall, FY21 unaudited UK automotive revenue
remained flat year-on-year at GBP15.8 million (FY20: 15.7
million).
German automotive revenue was only moderately affected by plant
closures during H221, and grew by 8.6 per cent overall in FY21,
with total unaudited automotive revenue for the year of GBP2.9
million (FY20: GBP2.7 million).
Sweden's unaudited automotive revenue remained flat
year-on-year.
As the automotive industry increases focus on electric vehicles,
establishing Autins as an electric vehicle solutions provider
remains central to the Group's strategy. The Company is seeking to
establish development partnerships for new electric vehicle
platforms, and has applied for a patent in respect of its
encapsulation product, specifically designed for electric vehicles.
The Company also continues to improve its environmental credentials
in all production facilities, with improvements to products
including developing a 100 per cent. recyclable Neptune range as
well as increasing recycled content across all products.
Non-automotive
The Group began fulfilling flooring contracts won at the end of
the previous financial year which has led to an increase of sales
in the year of 161 per cent. to GBP4.7 million (FY20: GBP 1.8
million). In addition this division has launched an innovative
lifting system for ceramic tiles which is being exclusively
distributed by Schülter, a global supplier of floor and wall tiling
protection products in Europe, the US and Canada. Expansion of the
flooring business remains a key priority for Autins and the Company
expects growth in the Flooring division to continue.
The Company intends to further diversify into other
non-automotive sectors including commercial vehicles, workspace
solutions, metal ceilings and partitions. Supply of Neptune to DAF
trucks began in September 2021. Several office pod companies have
been testing Neptune in wall and ceiling spaces, with positive
results. The Company's biggest office pod customer has recently
awarded the first purchase order to supply Neptune for use in
office pods sold into the US market. Testing also continues on
metal ceiling markets and partitions.
Net Debt
During the year to 30 September 2021, unaudited net debt
(excluding IFRS 16 debt) increased by GBP0.85 million to GBP2.72
million (30 September 2020: GBP1.87 million). At the year end, the
Company had cash and cash equivalents of GBP1.2 million (30
September 2020: GBP2.8 million). Cash headroom decreased by GBP2.4
million to GBP2.9 million as a result of lower sales in the UK and
repayment of GBP0.75 million of CBILs, with some spend in safety
stocks having been made around the Group.
The Company has now agreed covenant waivers until March 2023
with its lenders, and has agreed in principle a six month deferral
for capital payments, subject to completion of the Placing. This
will improve the Company's liquidity position, and ensure the Group
can invest in its operations in the coming months.
The Board intends to use the net proceeds of the Placing to
provide the Group with sufficient working capital as the automotive
market recovers from semi-conductor supply issues and increased
working capital for growth in Germany and for UK safety stocks.
Additionally, part of the proceeds will be allocated to invest in
the Company's Neptune manufacturing facilities (to further increase
capacity and profitability), and to accelerate electric vehicle
product development and other commercial activities
Use of proceeds
The proceeds of the Placing will be used as follows:
Market recovery buffer GBP1.40m
Working capital for growth in Germany and UK GBP0.80m
safety stocks(1)
Neptune optimisation - increase capacity and GBP0.30m
margin projects
Accelerate commercial activity and increase electric GBP0.50m
vehicle penetration
Total GBP3.00m
(1.) Includes the costs associated with the Placing.
Director Participation in the Placing
Certain Directors have indicated that they intend to acquire in
aggregate 260,000 Placing Shares pursuant to the Placing .
Details of the Placing and Admission
The Company intends to raise approximately GBP3.0 million
(before expenses) through the issue of the Placing Shares at the
Placing Price, which represents a discount of 21.6 per cent. to the
closing mid-market price of an Ordinary Share on 18 November 2021,
being the Business Day prior to the announcement of the
Placing.
Pursuant to the terms of the Placing Agreement, SCM as agent and
broker for the Company, has conditionally agreed to use its
reasonable endeavours to place the Placing Shares with certain
institutional and other investors. The Placing Agreement is
conditional upon, amongst other things, the Resolutions being duly
passed at the General Meeting and Admission becoming effective on
or before 8:00 a.m. on 10 December 2021 (or such later time and/or
date as the Company and SCM may agree, but in any event by no later
than 8.00 a.m. on 31 December 2021).
The Placing Agreement contains warranties from the Company in
favour of SCM and Singer Capital Markets Advisory LLP in relation
to, amongst other things, the accuracy of the information in this
document and other matters relating to the Company and its
business. In addition, the Company has agreed to indemnify SCM,
Singer Capital Markets Advisory LLP and their affiliates in
relation to certain liabilities they may incur in respect of the
Placing. SCM can terminate the Placing Agreement at any time prior
to Admission in certain circumstances, including in the event of a
material breach of the warranties given in the Placing Agreement,
the failure of the Company to comply with its obligations under the
Placing Agreement, the occurrence of a force majeure event which in
the opinion of Singer Capital Markets makes it inadvisable or
impractical to proceed with the Placing, or a material adverse
change affecting the financial, operational or legal condition of
the Company. If this right is exercised the Placing will not
proceed. The Placing is not being underwritten by SCM.
The Company has agreed to pay certain fees and commissions to
SCM in respect of the Placing.
Application will be made for the Placing Shares to be admitted
to trading on AIM and it is expected that Admission will become
effective and that dealings in the Placing Shares will commence at
8.00 a.m. on or around 10 December 2021.
The Placing Shares will, if and when issued, rank pari passu in
all respects with the Existing Ordinary Shares including the right
to receive dividends and other distributions declared following
Admission.
The Placing is not being underwritten in whole or in part.
General Meeting
The Directors do not currently have authority to allot the
Placing Shares. Accordingly, the Board is seeking the approval of
Shareholders to allot the Placing Shares at the General Meeting,
together with approval to disapply pre-emption rights in respect of
the proposed issue of the Placing Shares.
A notice convening the General Meeting, which is to be held at
11.15 a.m. at the Company's offices at Central Point One, Central
Park Drive, Rugby Warwickshire CV23 0WE on 9 December 2021, will be
sent to shareholders on 22 November 2021.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Publication of this document 22 November
Latest time and date for receipt of 11.15 a.m. on 7 December
votes by proxy
General Meeting 11.15 a.m. on 9 December
Admission and commencement of dealings 8.00 a.m. on 10 December
in the Placing Shares on AIM
CREST member accounts expected to be 10 December
credited for the Placing Shares in uncertificated
form (where applicable)
Despatch of definitive share certificates within 10 working days
for Placing in certificated form (where of Admission
applicable)
Notes:
1. Each of the dates in the above timetable is subject to change
at the absolute discretion of the Company. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will
be notified to Shareholders by announcement through a Regulatory
Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. The admission and commencement of dealings in the Placing
Shares on AIM are conditional on, inter alia, the passing of the
Resolutions at the General Meeting.
Appendix I to this Announcement (which forms part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Unless otherwise stated, capitalised terms in this Announcement
have the meanings ascribed to them in Appendix II (which forms part
of this Announcement).
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below and the Appendices to this
Announcement (which form part of this Announcement) which includes
the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendices) and to
be making such offer on the terms and subject to the conditions
herein and, in respect of those persons participating in the
Placing, to be providing the representations, warranties,
agreements, confirmations, acknowledgements and undertakings
contained in Appendix I.
IMPORTANT NOTICES
Neither this Announcement (including the appendices and the
information contained in them), nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under the Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the
European Union ( Withdrawal ) Act 2018 (the "UK Prospectus
Regulation") as amended from time to time from the requirement to
produce a prospectus. No prospectus will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the UK Prospectus
Regulation) to be published. Persons needing advice should consult
an independent financial adviser.
Members of the public are not eligible to take part in the
Placing. This Announcement and the appendices (including the terms
and conditions set out in Appendix I) are for information purposes
only and are directed only at persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of
investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating
to investments and are: (a) if in a Member State of the Economic
European Area (the "EEA") qualified investors within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
or (b) if in the United Kingdom, Qualified Investors who (i) are
persons who have professional experience in matters relating to
investments falling within the definition of "investments
professional" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the Order; or (c) are persons to whom it may otherwise be lawfully
communicated; (all such persons referred to in (a), (b) and (c)
above together being referred to as "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
The distribution of this Announcement (including the Appendices)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company or
SCM or any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents that would
permit an offering of such shares or possession or distribution of
this 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 this
Announcement comes are required by the Company, and SCM to inform
themselves about, and to observe, such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
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.
By participating in the Bookbuild and the Placing, each Placee
by making an oral or written and legally binding offer to subscribe
for and/or purchase Placing Shares will be deemed (i) to have read
and understood this Announcement (including the appendices) in its
entirety, (ii) to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained in Appendix I
to this Announcement and (iii) to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in Appendix I to this Announcement.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by SCM or by any of its
partners, directors, officers, employees, advisers, consultants,
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 any interested person or their
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by SCM or any of its partners, directors,
officers, employees, advisers, consultants, affiliates or agents.
Save for any responsibilities or liabilities, if any, imposed on
SCM by FSMA or by the regulator regime established under it, no
responsibility or liability is accepted by SCM or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
Singer Capital Market Securities Limited, which is authorised
and regulated in the United Kingdom by the FCA, is acting solely
for the Company and no-one else in connection with the transactions
and arrangements described in this Announcement and will not regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the transactions and arrangements
described in this Announcement. Neither Singer Capital Market
Securities Limited nor its partners, directors, officers,
employees, advisers, consultants, affiliates or agents are
responsible to anyone other than the Company for providing the
protections afforded to clients of Singer Capital Market Securities
Limited or for providing advice in connection with the contents of
this Announcement or for any other matters referred to herein.
Singer Capital Market Advisory LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting solely for
the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described
in this Announcement. Neither Singer Capital Market Advisory LLP
nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients
of Singer Capital Market Advisory LLP or for providing advice in
connection with the contents of this Announcement or for any other
matters referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation (including to meet the requirements of the AIM Rules,
MAR, the Prospectus Regulation and/or FSMA), the Company expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with
regard thereto or any changes in events, conditions or
circumstances on which any such statements are based. Such
forward-looking statements involve risks and uncertainties that
could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those
projected or implied in any forward-looking statements. The
important factors that could cause the Company's actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, among others, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Statements contained in this Announcement
regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the
future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by SCM.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. The price of shares and any income expected from them may
go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
In connection with the Placing, SCM and its respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents may take up a portion of the shares of the Company in the
Placing in a principal position and in that capacity may retain,
purchase or sell for its own account such shares and other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to SCM and any of its respective
partners, directors, officers, employees, advisers, consultants,
affiliates or agents as, acting in such capacity. In addition, SCM
and any of its respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents may enter into
financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which SCM and any of
its respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. Neither SCM nor any of its respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Placing Shares to be issued and/or purchased pursuant to the
Placing will not be admitted to trading on any stock exchange other
than AIM, a market operated by the London Stock Exchange plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, SCM will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE
UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL
BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR
(III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING
SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO
ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS
AMED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
(THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A
SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of SCM has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of SCM has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained herein;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement;
and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 5 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act; and
7. the Company and SCM will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and
agreements.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement and the announcement of the results of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through
a regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of SCM
or the Company or any other person and none of SCM, the Company nor
any other person acting on such person's behalf nor any of their
respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). Each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any
information in this Announcement to be legal, financial, tax or
business advice. Each Placee should consult its own legal advisor,
tax advisor, financial advisor and business advisor for legal, tax,
business and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
SCM is acting as sole bookrunner and broker in connection with
the Placing and has entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, SCM, as agent for and on behalf of
the Company, has agreed to use its reasonable endeavours to procure
placees for the Placing Shares. The Placing is not being
underwritten by SCM or any other person.
The price per Ordinary Share at which the Placing Shares are to
be placed is 20 pence (the "Placing Price"). The timing of the
closing of the book and allocations are at the discretion of the
Company and SCM.
The Placing Shares will be made up of a number of new Ordinary
Shares issued and allotted by the Company. Accordingly, by
participating in the Placing, Placees agree to subscribe for
Placing Shares.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid up and will be issued
subject to the Company's Articles of Association and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges,
encumbrances and equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission of the Placing Shares will occur
at 8.00 a.m. on 10 December 2021 (or such later time or date as SCM
may agree with the Company, being no later than 8.00 a.m. on 31
December 2021) and that dealings in the Placing Shares will
commence at that time.
Bookbuild
SCM will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
SCM and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. SCM is acting as sole bookrunner and broker to the Placing,
as agent for and on behalf of the Company, on the terms and subject
to the conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
SCM. SCM may itself agree to be a Placee in respect of all or some
of the Placing Shares or may nominate any member of its group to do
so.
3. Following a successful completion of the Bookbuild, the
Company will confirm the closing of the Placing via the Result of
Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at SCM. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Placing Price. Bids may be scaled down by SCM on the basis
referred to in paragraph 6 below. SCM reserves the right not to
accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at SCM's absolute discretion,
subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 4.30 p.m. on
19 November but may be closed earlier or later at the discretion of
SCM. SCM may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed. The Company reserves the
right (upon the prior agreement of SCM) to reduce the number of
shares to be issued pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by SCM
after consultation with the Company (and in accordance with SCM's
allocation policy as has been supplied by SCM to the Company in
advance of such consultation). Allocations will be confirmed orally
by SCM and a trade confirmation will be despatched as soon as
possible thereafter. SCM's oral confirmation to such Placee
constitutes an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of SCM
and the Company, to subscribe for the number of Placing Shares
allocated to it and to pay the Placing Price in respect of each
such share on the terms and conditions set out in this Appendix and
in accordance with the Company's Articles of Association. A bid in
the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with SCM's consent,
such commitment will not be capable of variation or revocation
after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by
a trade confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that trade
confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed/purchased for pursuant to the Placing will
be required to be made at the same time, on the basis explained
below under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law, none of SCM, the
Company nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of SCM, the Company, nor
any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
SCM's conduct of the Placing or of such alternative method of
effecting the Placing as SCM and the Company may agree.
12. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or SCM's conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms. SCM's obligations under the Placing
Agreement are conditional on customary conditions, including
(amongst others) (the "Conditions"):
1. Admission occurring no later than 8.00 a.m. on 10 December
2021 (or such later time or date as SCM may otherwise agree with
the Company, being no later than 8.00 a.m. on 31 December 2021)
(the "Closing Date");
2. the passing of the resolutions required to implement the
Placing at a general meeting of the Company;
3. the delivery to SCM immediately prior to Admission of a
certificate from and signed by the Company in terms of the
warranties being provided by such persons under the Placing
Agreement ("Warranties");
4. the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement;
SCM may, at its discretion and upon such terms as it thinks fit,
waive compliance by the Company with the whole or any part of any
of its obligations in relation to the Conditions or extend the time
or date provided for fulfilment of any such Conditions in respect
of all or any part of the performance thereof, save in respect of
condition 1 above relating to Admission taking place. Any such
extension or waiver will not affect Placees' commitments as set out
in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by SCM by the relevant time or date specified (or
such later time or date as SCM may agree with the Company, being no
later than 8.00 a.m. on 10 December 2021); or (ii) the Placing
Agreement is terminated in the circumstances specified below under
"Right to terminate under the Placing Agreement", the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it or on
its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither SCM nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition
or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of SCM.
Right to terminate under the Placing Agreement
SCM is entitled, at any time before Admission, to terminate the
Placing Agreement in accordance with its terms in certain
circumstances, including (amongst other things):
1. any statement contained in the Placing Documents is
discovered to be untrue, incorrect or misleading and such matter
may not, in the opinion of SCM Securities (acting in good faith) be
addressed by the publication of a further document or the making of
an announcement in a form approved by SCM Securities (acting in
good faith);
2. there is a breach of any of the warranties or any of the
other obligations on the part of the Company under this Agreement
which is material in the context of the Placing;
3. any of the conditions of the Placing Agreement has become
incapable of satisfaction and has not been waived;
4. a general moratorium on commercial banking activities in
London is declared by the relevant authorities or there is a
material disruption in commercial banking or securities settlement
or clearance services in the United Kingdom;
5. the declaration, outbreak, escalation or threatening of war
or other hostilities, or the occurrence of any acts of terrorism,
involving the United Kingdom or the declaration by the United
Kingdom of a national emergency;
6. any change or development involving a prospective change in
tax adversely affecting the Company or its prospects or the
Placing;
7. any other occurrence of any kind (other than any change
relating to the impact of COVID-19 in the Company's primary
markets) which (by itself or together with any other such
occurrence) is, in the reasonable opinion of SCM Advisory and/or
SCM Securities (acting in good faith), likely to materially and
adversely affect the market's perception of the Company or the
financial position or trading position or prospects of the Company;
or
8. any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment or any other calamity or crisis (including a significant
worsening of the situation relating to COVID-19 in the United
Kingdom) which, in any case, in the reasonable opinion of SCM
Advisory and/or SCM Securities (acting in good faith) is materially
adverse to the Placing or Admission
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by SCM of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of SCM and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by SCM of the allocation and
commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to SCM that, between the date of the
Placing Agreement and a period of 3 months from Admission (the
"Restricted Period"), it will not, without the prior written
consent of SCM directly or indirectly offer, issue, lend, sell or
contract to sell, issue options in respect of or otherwise dispose
of or announce an offering or issue of any Ordinary Shares (or any
interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to,
Ordinary Shares or enter into any transaction with the same
economic effect as, or agree to do, any of the foregoing (whether
or not legally or contractually obliged to do so) provided that the
foregoing restrictions shall not restrict the ability of the
Company or any other member of the Group during the Restricted
Period to grant of options under, or the allotment and issue of
shares pursuant to options under, any employee or non- executive
share or option schemes or long term incentive plans of the Company
(in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise
by SCM of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing
Agreement shall be within the absolute discretion of SCM and that
it need not make any reference to, or consult with, Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BD37ZH08 ) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions. SCM reserves the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to them
at the Placing Price, the aggregate amount owed by such Placee to
SCM and settlement instructions. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with SCM.
The Company will deliver (or will procure the delivery of) the
Placing Shares to a CREST account operated by SCM as agent for the
Company and SCM will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement in respect of the Placing Shares
will take place on 10 December 2021 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 SCM.
Each Placee is deemed to agree that, if it does not comply with
these obligations, SCM may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for SCM's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are issued in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither SCM or the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with SCM (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares, the
following:
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014) (as it forms part of United Kingdom
domestic law by virtue of the EUWA ("MAR")), 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
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
3. to be bound by the terms of the Articles of Association of the Company;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither SCM or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
taxes or duties imposed in any jurisdiction (including interest and
penalties relating thereto) ("Indemnified Taxes"). Each Placee and
any person acting on behalf of such Placee agrees to indemnify SCM
and the Company on an after-tax basis in respect of any Indemnified
Taxes;
5. neither SCM nor any of its affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations under this Appendix;
7. 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 SCM;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
9. it has not received (and will not receive) a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document (a) is
required under the UK Prospectus Regulation or other applicable
law; and (b) has been or will be prepared in connection with the
Placing;
10. in connection with the Placing, SCM and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to SCM or any of its
affiliates acting in such capacity;
11. SCM and its affiliates may enter into financing arrangements
and swaps with investors in connection with which SCM and any of
its affiliates may from time to time acquire, hold or dispose of
such securities of the Company, including the Placing Shares;
12. SCM does not intend to disclose the extent of any investment
or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do
so;
13. SCM does not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of SCM in connection with its
participation in the Placing and that SCM has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company (and such other persons specifically
identified as accepting responsibility to certain parts thereto)
and neither SCM nor any of its affiliates agents, directors,
officers or employees nor any person acting on behalf of any of
them is responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the
Placing Documents, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by SCM nor the Company nor any of their respective
affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation
delivered in respect of the Bookbuild) with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of any information contained in the Placing Documents, or
the Publicly Available Information or otherwise;
18. neither SCM or the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of SCM or the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
19. neither SCM or the Company will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation
that SCM, any of its affiliates or any person acting on its behalf,
may have conducted with respect to the Placing Shares, the terms of
the Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company,
the Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly
Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to SCM for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company and Group, the Placing
Shares and the terms of the Placing and has satisfied itself that
the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision
to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Appendix;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or SCM 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);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in SCM or the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of SCM
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Appendix;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered,
directly or indirectly, in or into the Restricted Jurisdictions or
any jurisdiction (subject to certain exceptions) in which it would
be unlawful to do so and no action has been or will be taken by any
of the Company or SCM or any person acting on behalf of the Company
or SCM that would, or is intended to, permit a public offer of the
Placing Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company or
SCM or any person acting on behalf of the Company or SCM that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with SCM, it is not and
at the time the Placing Shares are subscribed for, neither it nor
the beneficial owner of the Placing Shares will be, a resident of,
nor have an address in, Australia, New Zealand, Japan, the Republic
of South Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to SCM:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor SCM make any
representation or warranty with respect to the same. Accordingly,
neither the Company nor SCM can provide any advice to United States
investors as to whether the Company is or is not a PFIC for the
current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor SCM undertakes to provide to
United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information
returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
41. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of SCM has been given to
each proposed offer or resale;
42. if in the United Kingdom, that 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 Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
43. if in the United Kingdom, unless otherwise agreed by SCM, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
44. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
45. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by SCM in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
46. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
47. if it is a pension fund or investment company, its
subscription for/purchase of Placing Shares is in full compliance
with applicable laws and regulations;
48. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
49. in order to ensure compliance with the Regulations, SCM (for
itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to SCM or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
SCM's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at SCM's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify SCM (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either SCM and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
50. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
51. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as SCM may in its sole discretion determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the relevant Placing Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
52. any money held in an account with SCM on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules: as a consequence this money will not be
segregated from SCM's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
53. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that SCM or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
54. neither SCM nor any of its affiliates, nor any person acting on behalf 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 SCM is not acting for it or its clients, and that SCM will not be responsible for providing the protections afforded to customers of SCM or for providing advice in respect of the transactions described in this Announcement;
55. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the trade
confirmation, contract note or other (oral or written) confirmation
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or SCM's conduct of the
Placing;
56. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
57. the rights and remedies of the Company and SCM under the
terms and conditions in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and
the exercise or partial exercise of one will not prevent the
exercise of others; and
58. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non- contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or SCM in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well SCM and are irrevocable. SCM, the
and the Company and their respective affiliates and others will
rely upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings.
Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and SCM to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, SCM and their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by SCM, the Company
or any of their respective affiliates, agents, directors, officers
or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM, a market operated by the London Stock
Exchange plc.
Singer Capital Markets Securities Limited is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom and is acting as sole bookrunner and broker
exclusively for the Company and no one else in connection with the
Placing and 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
Placing or any other matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares
by the Company to Placees (and/or to persons for whom such Placee
is contracting as agent) free of stamp duty and stamp duty reserve
tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on
the allotment of the Placing Shares by the Company. The
registration of and the issue of definitive share certificates to
Ordinary Shareholders should not give rise to any liability to
stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments
transferring Shares and agreements to transfer Ordinary
Shares).
Such agreement also assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor SCM will
be responsible and the Placees shall indemnify the Company and SCM
on an after-tax basis for any stamp duty or stamp duty reserve tax
or other similar taxes or duties (together with interest, fines and
penalties) in any jurisdiction paid by the Company or SCM in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify SCM accordingly.
Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and SCM are not liable to bear any taxes that arise
on a sale of Placing Shares subsequent to their acquisition by
Placees, including any taxes arising otherwise than under the laws
of any country in the EEA. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify SCM and the Company accordingly. Furthermore,
each prospective Placee agrees to indemnify on an after-tax basis
and hold SCM and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
APPIX II
The following definitions apply throughout this Announcement
unless the context otherwise requires
"GBP", "GBP", "pounds", "pound sterling" or "sterling", are to the lawful currency of the UK
"p", "penny" or "pence"
Admission admission of the Placing Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock
Exchange
Announcement this Announcement, including the appendices and the terms
and conditions of the Placing set
out in Appendix I
Articles of Association or Articles the articles of association of the Company as at the date
of this Agreement
Bookbuild the bookbuilding process to be conducted by SCM to arrange
participation by Placees in the
Placing
Business Day any day on which banks are usually open in England and
Wales for the transaction of sterling
business, other than a Saturday, Sunday or public holiday
Certificated or in Certificated form not in uncertificated form (that is, not in CREST)
Company or Autins Autins Group plc;
CREST the computerised settlement system to facilitate transfer
of the title to an interest in securities
in uncertificated form operated by Euroclear UK & Ireland
CREST Regulations the Uncertificated Securities Regulations 2001, including
(i) any enactment or subordinate
legislation which amends or supersedes those regulations;
and (ii) any applicable rules made
under those regulations or any such enactment or
subordinate legislation for the time being
in force
Directors or Board the directors of the Company for the time being, together
being the board of directors
EEA European Economic Area
Euroclear UK & Ireland Euroclear UK & Ireland Limited
Existing Ordinary Shares the issued share capital of the Company as at the date of
this document, being 39,600,984
Ordinary Shares
FCA the UK Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000
General Meeting the general meeting of the Company to be held at 11.15
a.m. on 9 December 2021 (or any reconvened
meeting following any adjournment of the general meeting)
at the Company's offices at Central
Park Drive, Rugby, Warwickshire, CV23 0WE
Group the Company and its subsidiary undertakings (and "Group
Company" shall be construed accordingly)
London Stock Exchange London Stock Exchange plc
MAR Regulation 596/2014 of the European Parliament and of the
Council on market abuse as applied
in the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 (and as amended
by any relevant statutory instruments) following IP
Completion Day (as defined in the European
Union (Withdrawal Agreement) Act 2020)
Ordinary Shares ordinary shares of GBP0.02 each in the capital of the
Company
Panel the UK Panel on Takeovers and Mergers
Placees persons who agree to subscribe for Placing Shares at the
Placing Price
Placing the conditional placing by SCM (or its respective agents)
as agent of the Company of the Placing
Shares at the Placing Price, in accordance with the
Placing Agreement
Placing Agreement the agreement dated 19 November 2021 between the Company
and SCM relating to the Placing
Placing Documents this Announcement and the announcement of the results of
the Placing
Placing Price 20 pence per Ordinary Share
Placing Shares the new Ordinary Shares expected to be issued pursuant to
the Placing
Publicly Available Information any information publicly announced through a regulatory
information service by or on behalf
of the Company on or prior to the date of this
Announcement
SCM Singer Capital Markets Securities Limited
SDRT Stamp Duty Reserve Tax
subsidiary or subsidiary undertaking have the meaning given to such term in the Companies Act
2006
uncertificated or in uncertificated form in respect of a share or other security, where that share
or other security is recorded on
the relevant register of the share or security concerned
as being held in uncertificated form
in CREST and title to which may be transferred by means of
CREST
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
United States or United States of America the United States of America, its territories and
possessions, any state of the United States
of America, the District of Columbia and all other areas
subject to its jurisdiction and any
political sub-division thereof.
This information is provided by RNS, the news service of the
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END
NOGDKCBBPBDDCDD
(END) Dow Jones Newswires
November 19, 2021 10:33 ET (15:33 GMT)
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