TIDMBEG
RNS Number : 0176S
Begbies Traynor Group PLC
11 March 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
11 March 2021
Begbies Traynor Group plc
("Begbies Traynor", the "Company" or the "Group")
Proposed Acquisition
and
Proposed Vendor Placing, Cash Placing and PrimaryBid Offer to
raise GBP22 million
"A further significant expansion of the Group's scale in
business recovery and financial advisory"
Acquisition highlights
-- Acquisition of David Rubin & Partners, a long-established
insolvency practice with offices in London and Guernsey.
-- Maximum consideration of GBP25 million (on a cash free and
debt free basis with normalised working capital):
o initial consideration of GBP12 million, funded through a
vendor placing (GBP10 million) and the issue of new ordinary shares
(GBP2 million); and
o deferred consideration and earn out payments in cash of up to
GBP13 million, subject to financial performance of the acquired
business over a period of up to five years.
-- Represents the largest acquisition the Group has undertaken to date.
-- Delivers a significant increase in scale of the business
recovery and financial advisory business, with a material increase
in the Group's size in the key London market.
-- In line with strategy to target value-accretive acquisitions
and is expected to be immediately earnings enhancing.
Fundraise highlights
-- Equity fundraising to raise GBP22 million (before costs) to
satisfy initial cash consideration for the acquisition and to fund
pipeline opportunities and for general corporate purposes,
comprised of:
o GBP10 million vendor placing; and
o GBP12 million placing for cash including a PrimaryBid offer,
as separately announced today.
-- Canaccord Genuity Limited and Shore Capital Stockbrokers
Limited are acting as joint bookrunners in connection with the
vendor and cash placings, which will be conducted through a
bookbuilding process which will commence immediately following this
announcement.
-- Fixed placing price of 105.50 pence.
-- The share issuance in connection with the acquisition and
fundraising is within existing shareholder authorities granted at
the 2020 AGM and therefore no shareholder approval is required.
-- The shares being issued will rank pari passu with the
existing ordinary shares, with the right to receive future
dividends, and are expected to be admitted to trading on AIM on 17
March 2021.
Mark Fry, Head of business recovery and advisory of Begbies
Traynor Group plc, commented:
"The acquisition of David Rubin & Partners significantly
increases the scale of our business recovery and financial advisory
business. Combined with our recent acquisition of CVR, we have also
materially increased our scale in the key London market.
"We welcome the team into the group and look forward to working
with them."
Ric Traynor, Executive Chairman of Begbies Traynor Group plc,
commented:
"This acquisition is our largest to date and is expected to be
immediately earnings enhancing. It leaves the group well-positioned
to increase its market share and continue to grow its business
recovery and financial advisory revenues.
" With the benefit of our recent acquisitions and other organic
growth initiatives the Group is well positioned to deliver material
growth in the 2021-22 financial year. "
A short video presentation of the acquisition and fundraising
will be available to view on the Group's investor relations website
( https://www.begbies-traynorgroup.com/investor-relations )
expected to be during the course of Friday 12 March 2021, and
following the announcement of the results of the fundraising.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging the release of this announcement
on behalf of the Company is John Humphrey, General Counsel and
Group Company Secretary.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
For further information, please contact:
Begbies Traynor Group plc Tel: 0161 837 1700
Ric Traynor - Executive Chairman
Nick Taylor - Group Finance Director
Canaccord Genuity (Nominated Advisor, Tel: 020 7523 8350
Joint Bookrunner and Joint Broker)
Emma Gabriel / Sam Lucas / Angelos
Vlatakis
Shore Capital (Joint Bookrunner and Tel: 020 7408 4090
Joint Broker)
Mark Percy / Anita Ghanekar / James
Thomas
MHP Communications Tel: 020 3128 8168
Reg Hoare / Katie Hunt / Florence begbies@mhpc.com
Mayo
Information on Begbies Traynor Group can be accessed via the
Group's website at
https://www.begbies-traynorgroup.com/investor-relations .
ADDITIONAL INFORMATION
1. Acquisition of David Rubin & Partners Limited
Begbies Traynor Group plc (AIM: BEG), the business recovery,
financial advisory and property services consultancy, is pleased to
announce that it has entered into a conditional agreement to
acquire the entire issued share capital of David Rubin &
Partners Limited ("DRP"), (the "Acquisition") for a total maximum
consideration of GBP25 million (on a cash free and debt free basis
with normalised working capital), comprising a combination of cash
and new ordinary shares of 5 pence each in the capital of the
Company ("Ordinary Shares").
About David Rubin & Partners Ltd ("DRP")
DRP is a long-established insolvency practice with a strong
reputation, which operates from offices in London and Guernsey. It
has a team of 72 partners* and staff who will join the Group
following the Acquisition.
The business has a strong and consistent financial track record
with excellent operating margins. In the financial year ended 30
April 2020, DRP reported annual fee income** of GBP10.3 million and
normalised pre-tax profits*** of GBP3.3 million when reported on
the same basis as the Group. Trading has continued broadly in line
with this performance in the current financial year to date. Net
assets were GBP4.6 million**** at 30 April 2020.
This represents the largest acquisition the Group has undertaken
to date and builds on the recent acquisition of CVR Global LLP
("CVR"), resulting in a significant increase in the scale of the
Group's business recovery and financial advisory team, especially
in the key London market.
Summarised historical financial information for DRP is as
follows:
Financial year ending 30 April (GBPm) Apr 20 Apr 19 Apr 18
Fee income 10.3 10.1 9.8
------ ------ ------
Normalised PBT (reported on same basis
as the Group) 3.3 3.5 3.2
------ ------ ------
Net assets 4.6 4.2 3.6
------ ------ ------
* These persons are technically employees but their title within
the business is partner
** Revenue as reported (GBP11.2 million) adjusted to exclude
recovery of disbursements and WIP movement
*** Profit before tax as reported (GBP3.1 million) adjusted to
align partner remuneration and exclude goodwill amortisation,
interest costs and WIP movement
**** Including cash of GBP1.0m and debt of GBP2.9 million
Reasons for and benefits of the Acquisition
The Group's strategy is to increase the scale and quality of its
businesses both organically and through value-accretive
acquisitions, enabling increased shareholder value through the
delivery of strong, sustainable financial performance.
This strategy has delivered a steady increase in the Group's
market share* of new insolvency appointments, reaching a record
high in the six months ended 30 September 2020 of 10.5%, up from 8%
in calendar year 2018. The recent acquisition of CVR (announced on
18 January 2021), combined with this Acquisition, increases the
Group's market share* to 12% on an aggregated basis**.
This Acquisition, together with the recent CVR acquisition,
materially increases the Group's scale in the key London market.
Our annual fee income from London offices will increase to c.GBP28
million*** from GBP13 million prior to these acquisitions. The
enlarged team of 26 London partners**** becomes a very significant
market participant.
The DRP team handles a broad mix of routine insolvency
engagements together with some larger and more complex assignments.
The Acquisition will result in an increased average case size
handled by the Group. There are revenue synergy opportunities from
leveraging the Group's panel positions and relationships and the
Guernsey office enhances our growing offshore capability following
the CVR acquisition.
The Acquisition is expected to be immediately earnings
enhancing.
* Market share by volume of CVL, administration, CVA
appointments as disclosed in the London, Edinburgh and Belfast
Gazettes, Accountant in Bankruptcy, Companies House and excluding
compulsory liquidations
** Collective CVL, administration, CVA appointments for Begbies
Traynor, CVR, DRP in 12 months to December 2020
*** Pro-forma basis of current year run-rate of Begbies Traynor
London offices add CVR London office income in year ended 31 March
2020 add DRP fee income in year ended 30 April 2020
****Whilst having the title 'partners', they are in fact members
of Begbies Traynor (London) LLP
Integration
In common with our previous insolvency acquisitions, the DRP
team will operate as Begbies Traynor moving forwards. The CVR
integration is proceeding well, which will enable the integration
of the DRP business to follow thereafter.
Financial effects of this and recent transactions
This Acquisition, combined with the recent acquisitions of CVR
and Hargreaves Newberry Gyngell ("HNG") (announced on 18 January
2021 and 8 February 2021, respectively), results in a material
increase in the scale of the Group. On a pro-forma basis, these
recent acquisitions together with the acquisition of DRP add
GBP21.3 million to revenue and GBP4.5 million to adjusted profit
before tax.
The table below is an illustrative historical pro-forma and
therefore does not reflect current expectations of growth in the
financial year to 30 April 2021.
(GBPm) Group * CVR (excl. HNG *** DRP **** Pro-forma
(Apr 20) synergies)
**
Revenue 70.5 9.5 1.5 10.3 91.8
--------- ----------- ------- -------- ---------
Adjusted profit before
tax 9.2 1.0 0.2 3.3 13.7
--------- ----------- ------- -------- ---------
Adjusted basic EPS
***** (p) 5.7 - - - 7.3
--------- ----------- ------- -------- ---------
At 31 October 2020, the Group reported net cash of GBP0.7
million. Following the recent acquisitions of CVR and HNG, together
with deferred consideration and dividend payments, net debt for the
Group as at 1 March 2021 was GBP12.8 million. Following the
Acquisition and Fundraise (detailed below), net debt is expected to
be GBP2.0 million******, resulting in a pro-forma leverage of
0.1x*******.
Following the Acquisition and Fundraise, the Group retains
significant financial headroom in its bank facilities to finance
future acquisitions and organic growth. The Group's facilities
comprise a GBP25 million committed revolving credit facility,
together with a GBP5 million uncommitted acquisition facility
(maturing in August 2023).
* Group 30 April 2020 statutory accounts. Adjusted profit before
tax represents statutory profit before tax of GBP2.9m plus
transaction costs GBP3.2m and amortisation of intangible assets
arising on acquisitions GBP3.1m
** CVR 31 March 2020 statutory accounts. Adjusted profit before
tax represents reported profit before tax, plus exceptional items
less partner remuneration, and less interest costs from borrowing
on initial consideration (i.e. normalised pre-tax profits of GBP1.2
million less interest costs from borrowing on initial consideration
of GBP0.2 million)
*** HNG 30 September 2020 statutory accounts. Adjusted profit
before tax represents reported profit before tax adjusted for known
synergy savings
**** DRP 30 April 2020 accounts. Revenue represents reported
revenue less disbursement recoveries less WIP movements. Adjusted
PBT represents reported PBT adjusted for goodwill amortisation, WIP
movements and partner remuneration
***** Group Adjusted EPS calculated with the weighted average
number of shares in the year ended on 30 April 2020. Adjusted
pro-forma EPS reflecting shares issued from GBP22 million fundraise
and GBP2 million consideration shares. Assumes 21% effective tax
rate
****** GBP10.8 million estimated net proceeds to the Company as
a result of the Fundraise; i.e. the Cash Placing and PrimaryBid
Offer net of estimated transaction costs. Vendor placing of GBP10
million is directly funding the Initial Cash Consideration (as
defined below).
******* Leverage calculated as pro-forma net debt following
Placing and Acquisition divided by pro-forma EBITDA
Principal terms of the Acquisition
The Acquisition is for a maximum consideration of GBP25 million
payable to the shareholders of DRP (the "Vendors") on a cash free
and debt free basis with normalised levels of working capital (i.e.
adjusted for cash, debt and working capital levels at Completion),
comprising:
-- initial consideration of GBP12 million to be satisfied as follows:
o GBP10 million in new Ordinary Shares at a fixed price of
105.50 pence per new Ordinary Share (the "Placing Price") (being
9,478,673 Ordinary Shares (the "Vendor Placing Shares")), which are
to be placed for cash (the "Initial Cash Consideration") on behalf
of the Vendors pursuant to the Vendor Placing, as defined below;
and
o GBP2 million in new Ordinary Shares calculated at the average
mid-market closing price of the Company's Ordinary Shares in the
five business days immediately preceding the date of this
announcement, being 105.10, (being 1,902,950 Ordinary Shares) (the
"Consideration Shares"), subject to a two year lock up period;
-- contingent cash consideration of up to GBP8 million (the
"Contingent Consideration") subject to maintaining financial
performance in the four years following completion of the
Acquisition; and
-- earn out consideration of up to GBP5 million in cash subject
to fee income exceeding the fee income targets required for the
Contingent Consideration over the five years following
completion.
The individual Vendors are joining the Group as members of
Begbies Traynor (London) LLP with minimum notice periods of 5 years
from completion subject to two exceptions where their notice period
is 3 years.
Completion of the Acquisition is conditional upon admission of
the Vendor Placing Shares and the Consideration Shares and there
being no material adverse change to the business of DRP between the
date of this announcement and Admission.
2. Fundraise
The Company is proposing to raise gross proceeds of GBP22
million through:
-- a vendor placing (the "Vendor Placing"), a placing for cash
(the "Cash Placing" and together with the Vendor Placing, the
"Placing"), in each case to new and existing institutional
investors; and
-- in conjunction with the Placing, a separate retail offer of
new Ordinary Shares through the PrimaryBid platform (the
"PrimaryBid Offer").
The Placing, together with the PrimaryBid Offer, being the
"Fundraise".
The Placing Price is fixed at 105.50 pence per new Ordinary
Share.
Canaccord Genuity Limited ("Canaccord") and Shore Capital
Stockbrokers Limited ("Shore Capital") are acting as joint
bookrunners (the "Joint Bookrunners") in connection with the
Placing.
The Placing will be conducted through a bookbuilding process
(the "Bookbuild") which will commence immediately following this
announcement. The Placing is subject to the terms and conditions
set out in the Appendix to this announcement.
The Fundraise of GBP22 million, comprises the following:
-- Vendor Placing of 9,478,673 new Ordinary Shares at the
Placing Price to raise GBP10 million; and
-- Cash Placing of new Ordinary Shares (the "Cash Placing
Shares" and together with the Vendor Placing Shares, the "Placing
Shares") and the PrimaryBid Offer of new Ordinary Shares (the
"Offer Shares" and together with the Placing Shares, the "Fundraise
Shares"), both at the Placing Price, to raise GBP12 million (before
expenses).
The issue of the Fundraise Shares and the Consideration Shares
(the "New Ordinary Shares") will be effected pursuant to the
existing shareholder authorities of the Company granted at the 2020
Annual General Meeting. Therefore, no shareholder approval is
required to effect the Fundraise or the Acquisition.
Vendor Placing
The Vendor Placing to raise GBP10 million, through the issue of
the Vendor Placing Shares, is being used to allow the Vendors to
realise cash in respect of the Initial Cash Consideration due to
them in connection with the Acquisition and, as such, the proceeds
of the Vendor Placing will be payable to the Vendors.
Cash Placing and PrimaryBid Offer
The Company is seeking to raise GBP12 million (before expenses)
through the issue of the Cash Placing Shares, by way of the Cash
Placing, and through the issue of the Offer Shares, by way of the
PrimaryBid Offer.
The Placing will be conducted through the Bookbuild which will
commence immediately following the release of this announcement.
The Bookbuild is expected to close by 08:00 p.m. on 11 March 2021,
but may be closed at such earlier or later time as the Joint
Bookrunners may, in their absolute discretion (after consultation
with the Company), determine. A further announcement will be made
following the close of the Bookbuild detailing the number of
Placing Shares placed.
Canaccord and Shore Capital are acting as Joint Bookrunners in
connection with the Placing. The Placing is subject to the terms
and conditions set out in the Appendix to this announcement. The
Placing Shares are not being made available to the public.
In conjunction with the Placing, the PrimaryBid Offer will
provide retail investors with an opportunity to participate in the
Fundraising alongside institutional investors. PrimaryBid intends
to conduct an offer for subscription on behalf of the Company. The
PrimaryBid Offer is not being made subject to the terms and
conditions set out in the Appendix to this announcement and instead
will be made on the terms outlined in the separate announcement to
be made shortly regarding the PrimaryBid Offer and its terms.
The PrimaryBid Offer is conditional upon (amongst other things)
the Placing Agreement not having been terminated and Admission (as
defined below) occurring on or before 8.00 a.m. on 17 March 2021
(or such later date and/or time as the Joint Bookrunners and the
Company may agree, being no later than 17 April 2021).
The Joint Bookrunners are playing no role in connection with the
PrimaryBid Offer.
Admission and Settlement
The Fundraise Shares and the Consideration Shares, when issued,
will be credited as fully paid and will rank pari passu in all
respects with each other, and with the existing Ordinary Shares,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for the New Ordinary Shares to be admitted
to trading on AIM ("Admission").
Settlement for the New Ordinary Shares and Admission is expected
to take place on or around 8.00 a.m. on 17 March 2021 (or such
later date as may be agreed between the Joint Bookrunners and the
Company). The Placing and the PrimaryBid Offer are conditional
upon, inter alia, Admission becoming effective and the placing
agreement between the Company and the Joint Bookrunners (the
"Placing Agreement") not being terminated in accordance with its
terms. The Appendix to this announcement sets out further
information relating to the Bookbuild and the terms and conditions
of the Placing.
Use of proceeds
The Vendor Placing is being used to allow the Vendors to realise
cash in respect of the Initial Cash Consideration due to them in
connection with the Acquisition.
The Company intends to use the net proceeds from the Cash
Placing and the PrimaryBid Offer to fund an existing pipeline of
opportunities and for general corporate purposes. The Company has a
strategy to increase the scale and quality of the business through
value-accretive acquisitions.
3. Current trading and prospects of the Group
As announced on 23 February 2021, the Group has continued its
strong trading performance since the half year.
The business recovery and financial advisory business has
continued to perform well, maintaining its run rate for activity
levels and new appointments. This is in spite of the continuing
Government economic support measures, which as previously reported
have reduced the number of insolvencies in the UK since March
2020.
The property advisory and transactional services business
delivered a robust performance in the third quarter with no adverse
impact from the lockdown restrictions over the period, and in line
with its second quarter recovery.
This performance leaves the Group confident of the outcome for
the full year and delivering results at least in line with
expectations for the year as a whole.
With the benefit of recent acquisitions and other organic growth
initiatives the Group is also well positioned to deliver the
anticipated material growth in earnings in the 2021-22 financial
year.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE 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
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(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").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN BEGBIES TRAYNOR GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS IN TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares 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) does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from 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, the Republic of South Africa or
Japan. 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, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing (a
"Placee") by making an oral and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in the
Appendix.
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,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company and the Joint Bookrunners expressly
disclaim any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
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 in the European
Economic Area and in the United Kingdom (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 (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability 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.
Canaccord is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuild and the Placing, and Canaccord will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Bookbuild or the Placing or any other matters
referred to in this Announcement.
Shore Capital is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and Shore Capital 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.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
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
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(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").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN BEGBIES TRAYNOR GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares 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 from 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, the Republic of South Africa or
Japan. 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, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
1. 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 the Joint Bookrunners have 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; and
2. 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 any Relevant State other
than Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners have been given to the offer or
resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any 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;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement, the announcement of the results of the Placing (the
"Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules for Companies (the "AIM Rules")) 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 contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing 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 the Joint Bookrunners or the
Company or any other person and none of the Joint Bookrunners, the
Company nor any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners, as agents for and on behalf of
the Company, have agreed to use their respective reasonable
endeavours to procure Placees for the Placing Shares.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary
shares of five pence each ("Ordinary Shares") in the capital of the
Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
As part of the Placing, the Company has agreed that it will not
for a period of 90 days after (but including) Admission, directly
or indirectly, issue, offer, sell, lend, pledge, contract to sell
or issue, grant any option, right or warrant to purchase or
otherwise dispose of any Ordinary Shares (or any interest therein
or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to
receive Ordinary Shares or any substantially similar securities or
otherwise enter into any transaction (including derivative
transaction) directly or indirectly, permanently or temporarily, to
dispose of any Ordinary Shares or undertake any other transaction
with the same economic effect as any of the foregoing or announce
an offering of Ordinary Shares or any interest therein or to
announce publicly any intention to enter into any transaction
described above. This agreement is subject to certain customary
exceptions and does not prevent the grant or exercise of options
under any of the Company's existing share incentives and share
option schemes, or following Admission the issue by the Company of
any Ordinary Shares upon the exercise of any right or option or the
conversion of a security already in existence.
Application for 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 will take place on or before 8.00
a.m. on 17 March 2021 and that dealings in the Placing Shares on
AIM will commence at the same time.
The Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation in the Placing by Placees. 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.
The Joint Bookrunners 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.
Principal terms of the Bookbuild and Placing
1. The Joint Bookrunners are acting as joint bookrunners to the
Placing, as agents for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
respective affiliates are entitled to enter bids in the
Bookbuild.
3. The price per Placing Share (the "Placing Price") is fixed at
105.50 pence and is payable to the Joint Bookrunners (as agents for
the Company) by all Placees. The number of Placing Shares will be
agreed between the Joint Bookrunners and the Company following
completion of the Bookbuild. The number of Placing Shares will be
announced by the Company in the Placing Results Announcement
following the completion of the Bookbuild and the entry into the
Results Agreement (as defined in the Placing Agreement) by the
Company and the Joint Bookrunners.
4. Each Placee's allocation will be determined by the Joint
Bookrunners in their discretion following consultation with the
Company and will be confirmed orally by the Joint Bookrunners.
5. Each Placee's allocation and commitment to acquire Placing
Shares 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 the relevant Joint Bookrunner's
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the relevant
Joint Bookrunner (as agent for the Company), to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
6. The Company will release the Placing Results Announcement
following the close of the Bookbuild detailing the aggregate number
of the Placing Shares to be issued.
7. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
10. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) the Joint Bookrunners;
(b) any of their respective affiliates, agents, directors,
officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with the Joint Bookrunners as defined in the FSMA ((b)
and (c) being together "affiliates" and individually an "affiliate"
of the Joint Bookrunners);
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to the relevant Joint
Bookrunner.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00B0305S97, LEI: 21380075TB4ROF7KWK30) following Admission will
take place within the CREST system, subject to certain exceptions.
Settlement through CREST will be on a T+3 basis unless otherwise
notified by the Joint Bookrunners and is expected to occur on 17
March 2021 (the "Settlement Date") in accordance with the contract
notes. Settlement will be on a delivery versus payment basis.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and the Joint Bookrunners may
agree that the Placing Shares should be issued in certificated
form. The Joint Bookrunners reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 3 percentage points above prevailing base rate of
Barclays Bank plc as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of
their Placing Shares on their behalf and retain from the proceeds,
for the relevant Joint Bookrunner's own 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 Placing Price.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
(a) the acquisition agreement (the "Acquisition Agreement")
between the Company, the Sellers and the Warrantors (as such terms
are defined in the Acquisition Agreement) relating to the
acquisition of David Rubin & Partners Limited not having lapsed
or been terminated and having become unconditional in all respects,
subject only to Admission;
(b) none of the representations, warranties and undertakings on
the part of the Company contained in the Placing being untrue,
inaccurate or misleading at the applicable time, being 5.00 p.m. on
the date on which the Results Agreement is signed or such other
time as is notified to the Company by the Joint Bookrunners or at
Admission, by reference to the facts and circumstances then
subsisting;
(c) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
(d) the Company and the Joint Bookrunners agreeing the final
number of Placing Shares and executing the Results Agreement no
later than 5.00 p.m. on the day immediately following the date of
this Announcement (or such later time and/or date as the Joint
Bookrunners may agree with the Company);
(e) the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(f) Admission having become effective at or before 8.00 a.m. on
17 March 2021 or such later time as the Joint Bookrunners may agree
with the Company;
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If any of the conditions are not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and the
Joint Bookrunners may agree), or the Placing Agreement is
terminated in accordance with its terms, the Placing will lapse and
the Placee's rights and obligations shall cease and terminate at
such time and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placee is
acting) in respect thereof.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Joint Bookrunners may, in their absolute discretion and upon
such terms as they think fit, waive fulfilment of all or any of the
conditions in whole or in part, or extend the time provided for
fulfilment of one or more conditions, save that certain conditions
including the condition relating to Admission referred to in
paragraph (f) above may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this
Appendix.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees nor the
Company 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 any of them 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 any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
the Joint Bookrunners and the Company.
Termination of the Placing
Each Joint Bookrunner may, in its absolute discretion, by notice
to the Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
1. there has been a breach of any of the warranties, agreements
or undertakings or other obligations on the part of any Seller or
Warrantor (as such terms are defined in the Acquisition Agreement)
which is material in the context of the Placing and/or the
Acquisition Agreement is terminated in accordance with its
terms;
2. there has, in the good faith opinion of the relevant Joint
Bookrunner, been a breach of the warranties given to it;
3. there has, in the good faith opinion of the relevant Joint
Bookrunner, been a material adverse change;
4. any statement contained in this Announcement, the Placing
Results Announcement or any other document or announcement issued
or published by or on behalf of the Company in connection with the
Placing is or has become or has been discovered to be untrue or
inaccurate in any respect or misleading in any respect; or
5. in the good faith opinion of the relevant Joint Bookrunner,
there has been a force majeure event.
Notice of termination may be communicated by the Joint
Bookrunners as soon as practicable to any director of the Company
orally or by fax or by email or otherwise and announced to a
Regulatory News Service.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Bookbuild, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or the Joint Bookrunners of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Joint
Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor
the Joint Bookrunners need make any reference to such Placee and
that none of the Company, the Joint Bookrunners nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by the Joint Bookrunners of a contract note
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuild, each Placee (and any
person acting on such Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective
Placee) that (save where the Joint Bookrunners expressly agree in
writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that 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 Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received 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;
3. 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 and the
Market Abuse Regulation (EU Regulation No. 596/2014 as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK 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 ;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither the Joint Bookrunners nor the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested the Joint Bookrunners, the Company, any of their
respective affiliates, agents, directors, employees or officers or
any person acting on behalf of any of them to provide it with any
such information;
5. neither the Joint Bookrunners nor any person acting on behalf
of them nor any of their respective affiliates, agents, directors,
officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
(b) neither the Joint Bookrunners, nor the Company (nor any of
their respective affiliates, agents, directors, officers and
employees) have made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that the Joint
Bookrunners or any person acting on their behalf may have conducted
with respect to the Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Joint
Bookrunners nor any persons acting on their behalf is responsible
for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South
Africa or Japan or in any country or jurisdiction where any such
action for that purpose is required;
9. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms
of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as the Joint Bookrunners
determine;
10. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
11. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, the Republic of South Africa or
Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
14. 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 Securities Act;
15. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer subject to certain
exceptions under US law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 for resales or transfers of Placing
Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
16. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
17. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
18. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
19. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
20. 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;
21. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor the Joint Bookrunners
makes any representation or warranty with respect to the same.
Accordingly, neither the Company nor the Joint Bookrunners can
provide any advice to US investors as to whether the Company is or
is not a PFIC for the current tax year, or whether it will be in
future tax years. Accordingly, neither the Company nor the Joint
Bookrunners undertakes to provide to US investors or shareholders
any information necessary or desirable to facilitate their filing
of annual information returns, and US investors and shareholders
should not assume that this information will be made available to
them;
22. 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;
23. none of the Joint Bookrunners, the company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of either Joint Bookrunner and that
neither Joint Bookrunner has any duties or responsibilities to it
for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
24. it will make payment to the relevant Joint Bookrunner for
the Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement on the due times and dates set out
in this Announcement, failing which the relevant Placing Shares may
be placed with others on such terms as the relevant Joint
Bookrunner determines in its absolute discretion without liability
to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares;
25. 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/or acquire, and that the Company may
call upon it to subscribe for and/or acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
26. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners 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;
27. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that the Joint Bookrunners and the Company will not be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to a
CREST stock account of the relevant Joint Bookrunner or transferred
to a CREST stock account of the relevant Joint Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
28. 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 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
29. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State
prior to the expiry of a period of six months from Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or within the meaning of the UK
Prospectus Regulation, or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
31. 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;
32. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by either Joint
Bookrunner 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 financial promotion
by an authorised person;
33. it has complied and it 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 relevant provisions of the FSMA
and the UK MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
34. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation (including any
relevant implementing measure in any member state), 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 the Joint Bookrunners
has been given to the offer or resale;
35. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing,
it has not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
36. The Joint Bookrunners and its affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their respective affiliates acting as an investor for
its or their own account(s). Neither the Joint Bookrunners nor the
Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
37. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(together, the "Regulations") and if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the Joint Bookrunners such evidence, if any, as to the identity
or location or legal status of any person which they may request
from it in connection with the Placing (for the purpose of
complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by the Joint
Bookrunners on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be acquired by it or at
its direction pursuant to the Placing being reduced to such number,
or to nil, as the Joint Bookrunners may decide at their sole
discretion;
38. in order to ensure compliance with the Regulations, the
Joint Bookrunners (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the relevant Joint Bookrunner or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
the relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the relevant Joint Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the relevant Joint Bookrunner (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either the relevant Joint
Bookrunner 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;
39. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note 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 the
Joint Bookrunners' conduct of the Placing;
40. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
41. it irrevocably appoints any duly authorised officer of the
Joint Bookrunners 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 acquire upon the
terms of this Announcement;
42. the Company, the Joint Bookrunners and others (including
each of their respective affiliates, agents, directors, officers
and employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements, which are given to The Joint Bookrunners on its own
behalf and on behalf of the Company and are irrevocable;
43. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
44. time is of the essence as regards its obligations under this Appendix;
45. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
46. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
47. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Bookbuild and/or the Placing
will be governed by and construed in accordance with English law
and it submits to the exclusive jurisdiction of the English courts
in relation to any claim, dispute or matter arising out of such
contract except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or the
Joint Bookrunners 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of 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 the
Joint Bookrunners, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Joint Bookrunners shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Joint Bookrunners accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that either the Company and/or the
Joint Bookrunners have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Joint
Bookrunners for itself and on behalf of the Company and are
irrevocable.
Canaccord is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Bookbuild and the Placing, and Canaccord
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuild or the
Placing or any other matters referred to in this Announcement.
Shore Capital is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and Shore Capital 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.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners may (at its
absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with the relevant Joint Bookrunner on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from the relevant Joint Bookrunner's money
in accordance with the client money rules and will be held by it
under a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQJBMFTMTABBLB
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