TIDMBIDS
RNS Number : 9291B
Bidstack Group PLC
05 October 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR") .
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY
MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES .
Bidstack Group Plc
("Bidstack" or the "Company")
Launch of Placing and Subscription to raise up to GBP10 million
and REX Retail Offer
Launch of proposed Placing by way of accelerated bookbuild
Bidstack Group Plc (AIM: BIDS), the in-game advertising and
video game monetisation platform, announces its intention to
undertake an equity fundraise consisting of a conditional placing
("Placing"), a subscription by Irdeto ("Subscription") and a
separate conditional retail offer (the "REX Retail Offer") of new
ordinary shares of GBP0.005 each (the "New Ordinary Shares") at a
price of 2.85 pence per New Ordinary Share (the "Issue Price")
targeting gross proceeds of up to GBP10 million from the Placing
and Subscription.
The EIS/VCT Placing Shares and the General Placing Shares (each
as later defined in the highlights), which together comprise the
("Placing Shares") are being offered by way of an accelerated
bookbuild process (the "Bookbuild") which will be launched
immediately following the release of this announcement. Stifel
Nicolaus Europe Limited is acting as sole bookrunner and broker in
connection with the Placing.
The Fundraise has not been underwritten and is conditional on,
amongst other things, the approval by Shareholders of resolutions
granting authority for the Directors to issue ordinary shares at a
General Meeting to be held at 11:00 a.m. on 25 October 2022 at
Plexal Here East, 14 East Bay Lane, London, E15 2GW ("General
Meeting").
Fundraise highlights
-- The conditional Placing and Subscription is proposed to raise
up to GBP10 million through the proposed issue of New Ordinary
Shares at the Issue Price. Alongside the Placing and Subscription,
the REX Retail Offer is being made at the Issue Price to
Shareholders through the Intermediaries.
-- The Fundraise will consist of the Placing, the Subscription and the REX Retail Offer.
-- As part of the Fundraise, Irdeto has conditionally subscribed
for New Ordinary Shares at the Issue Price pursuant to a
Subscription Agreement, raising gross proceeds of GBP5 million.
-- The Placing is being conducted in two tranches; the placing
of New Ordinary Shares intended to qualify for the purpose of EIS
or VCT purposes (the "EIS/VCT Placing Shares") and the placing of
New Ordinary Shares not intended to qualify for the purpose of EIS
or VCT purposes (the "General Placing Shares"), together the
("EIS/VCT Placing") and the ("General Placing") comprise the
("Placing").
-- The net proceeds of the EIS/VCT Placing are proposed to be
used to fund the development of a platform to allow commercial
rights owners, such as sports league bodies and global sports
teams, to have control over the content that appears in their
licensed IP.
-- The balance of the net proceeds of the Fundraise will be used
to fund working capital requirements in connection with product
strategy, technology and research and development, commercial
growth in core markets, particularly the UK and the US and further
marketing to educate and enable sales.
-- The Fundraise is conditional, inter alia, on the passing of
the Resolutions by Shareholders at the General Meeting, which is to
be held at 11:00 a.m. on 25 October 2022.
-- Admission of the EIS/VCT Placing Shares is expected to become
effective and dealings in the EIS/VCT Placing Shares are expected
to commence at 8:00 a.m. on 27 October 2022 and Admission of the
General Placing Shares, the REX Retail Shares and the Subscription
Shares is expected to become effective and dealings in the New
Ordinary Shares (other than the EIS/VCT Placing Shares) are
expected to commence at 8:00 a.m. on 28 October 2022.
-- Should Shareholder approval not be obtained at the General
Meeting, the Fundraise will not proceed. None of the Placing, the
REX Retail Offer nor the Subscription have been underwritten.
-- Stifel Nicolaus Europe Limited is acting as sole broker in
connection with the Fundraise and SPARK Advisory Partners Limited
("SPARK") will be acting as the Company's nominated adviser.
-- A separate announcement will be made shortly regarding the REX Retail Offer and its terms.
Background to the Fundraise
-- Bidstack has grown its publisher and developer network as it
continues building its portfolio of titles providing significant
cross-selling opportunities across its breadth of ad-formats, which
now includes rewarded video in addition to in-game and in-menu. The
combination of brand awareness and performance ad-formats provides
the publishers and developers with a holistic monetisation solution
to generate sustainable revenue.
-- The contract with Azerion commenced and the Company has also
commenced the onboarding of sales teams across key markets such as
the UK, Germany, France, Spain, Netherlands, Italy, Nordics,
Portugal and Belgium.
-- Bidstack has also started to see success with its enterprise
sales efforts with the licensing of our PubGuard technology to
Azerion over two years. The Directors believe this should be a
positive mix-driver for gross margin as these are technology-only
contracts. The commercial pipeline for further technology deals is
strong across a diversified set of customers and geographical
footprint.
-- The Company's new growth strategy in the US is the next stage
in Bidstack's evolution. Bidstack has now grown sufficiently as a
business that it is ready and able to tackle the huge, untapped
opportunity for in-game advertising within the US market, with the
Company's plans building on the recent progress in its
technology.
-- To achieve Bidstack's growth ambitions in the US, the Company
is actively focused on recruiting US-based sales, gaming and
marketing professionals with experience in digital advertising and
with local market knowledge. The Group has already had positive
conversations with a number of US-based executives and has recently
made a number of key hires.
About Irdeto
Irdeto is a world leader in digital platform cybersecurity,
empowering businesses to innovate for a secure, connected future.
Building on over 50 years of experience in security, Irdeto's
services and solutions protect revenue, enable growth and fight
cybercrime in video entertainment, video games and connected
industries including transport, health and infrastructure. Irdeto
has a workforce of 1,000 employees, 70% of whom are engineers and
software developers and it operates from over 14 locations
worldwide with its headquarters in the Netherlands.
Irdeto's gaming division, Denuvo, provides games protection and
anti-piracy technology (including anti-cheat and anti-tamper
solutions) helping game publishers and developers to secure PC,
console and mobile games.
James Draper, Chief Executive Officer, Bidstack commented:
"I am pleased to share that we have secured our first strategic
investment, from Irdeto . Irdeto, isone of the world's leading
cybersecurity businesses, with their gaming division 'Denuvo' being
trusted as a leading game security provider across the world's most
celebrated gaming platforms and franchises. Irdeto's positioning
across the gaming and entertainment space will lead to many
opportunities for our two companies to collaborate going forward,
as strategic partners."
Contacts
Bidstack Group Plc
James Draper, CEO via Buchanan
Stifel Nicolaus Europe Limited (Sole
Bookrunner and Broker) +44 (0) 20 7710
Fred Walsh / Tom Marsh / Anthony Yamson 7600
SPARK Advisory Partners Limited (Nomad) +44 (0) 203 368
Mark Brady / Neil Baldwin / James Keeshan 3550
Buchanan Communications Limited
Chris Lane / Stephanie Whitmore / Kim
van Beeck +44 (0) 20 7466
bidstack@buchanan.uk.com 5000
DETAILS OF THE FUNDRAISE
Expected timetable
Announcement of results of the Placing 7:00 a.m. 6 October 2022
Announcement of results of the REX 6:00 p.m. 6 October 2022
Retail Offer
Posting of Circular and Form of Proxy 7 October 2022
Latest time and date for receipt 11:00 a.m. on 21 October
of Forms of Proxy 2022
Latest time and date for receipt 11:00 a.m. on 21 October
of CREST proxy instructions and CREST 2022
voting instructions
General Meeting 11:00 a.m. on 25 October
2022
Announcement of Results of General 25 October 2022
Meeting
Admission and commencement of dealings By 8:00 a.m. on 27 October
in the EIS/VCT Placing Shares 2022
CREST accounts credited in respect 27 October 2022
of the EIS/VCT Placing Shares
Admission and commencement of dealings By 8:00 a.m. on 28 October
in the General Placing Shares, Subscription 2022
Shares and REX Retail Shares
CREST accounts credited in respect 28 October 2022
of the General Placing Shares, Subscription
Shares and REX Retail Shares
Dispatch of definitive share certificates Within 10 business days of
for applicable New Ordinary Shares 28 October 2022
Use of proceeds
The net proceeds of the EIS/VCT Placing is proposed to be used
to fund the development of a platform to allow commercial rights
owners, such as sports league bodies and global sports teams, to
have control over the content that appears in their licensed
IP.
The balance of the net proceeds of the Fundraise will be used to
fund working capital requirements in connection with product
strategy, technology and research and development, commercial
growth in core markets, particularly the UK and the US and further
marketing to educate and enable sales.
Details of the Fundraising
The Company proposes to raise up to GBP10 million (before
expenses), from: (i) a Placing with institutional investors; and
(ii) a Subscription to raise GBP5 million through a subscription
for 175,438,596 New Ordinary Shares at the Issue Price with Irdeto.
Alongside the Placing and Subscription, the REX Retail Offer is
being made at the Issue Price to Shareholders through the
Intermediaries.
The Fundraise has not been underwritten and is conditional,
inter alia, upon:
1. the passing of the Resolutions;
2. the Placing Agreement becoming unconditional in all respects
(other than Admission) and not having been terminated in accordance
with its terms;
3. the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed
prior to Admission, save for any breach which is not, in the
opinion of Stifel and SPARK (acting in good faith) material in the
context of the Placing, Subscription or the REX Retail Offer;
4. EIS/VCT Admission occurring by not later than 8:00 a.m. on 27
October 2022 (or such later time and/or date as the Company, SPARK
and Stifel may agree, not being later than 8:00 a.m. on the Long
Stop Date); and
5. General Admission occurring by not later than 8:00 a.m. on 28
October 2022 (or such later time and/or date as the Company and
Stifel may agree, not being later than 8:00 a.m. on the Long Stop
Date).
Accordingly, if any of the conditions are not satisfied or
waived (where capable of waiver), the Fundraise will not proceed,
the New Ordinary Shares will not be issued and all monies received
by Stifel, the Intermediaries or the Company (as the case may be)
will be returned to the applicants (at the applicants' risk and
without interest) as soon as possible thereafter.
Shareholders should note that it is possible that EIS/VCT
Admission occurs but that General Admission does not. If General
Admission does not occur then the Company will not receive the
relevant net proceeds in respect of the issue of the General
Placing Shares, the Subcription Shares and the REX Retail Offer
Shares and the Company may not be able to finance the activities
referred to in this announcement.
Details of the Placing
Pursuant to the terms of the Placing Agreement, Stifel, as agent
for the Company, has conditionally agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Issue Price. The Placing Agreement is conditional, amongst other
things, on none of the warranties given to Stifel and SPARK being
or becoming untrue, inaccurate or misleading in any respects on or
before Admission.
The Bookbuild will open with immediate effect following this
announcement and is expected to close before 7:00 a.m. on 6 October
2022. The timing for the close of the Bookbuild, the number of
Placing Shares to be issued and allocation of the Placing Shares
shall be at the discretion of the Company in consultation with
Stifel. The result of the Placing will be announced as soon as
practicable after the close of the Bookbuild. The Placing is not
being underwritten (in whole or in part) by Stifel or any other
person.
The Company has separately engaged Peel Hunt to undertake an
intermediaries offer of New Ordinary Shares at the Issue Price,
alongside the Placing, to existing retail shareholders in the
Company. For the avoidance of doubt, the REX Retail Offer Shares
are not part of the Placing and do not form part of the Placing
Shares. The REX Retail Offer is expected to close on or around 4:00
p.m. on 6 October 2022. The timing for the close of the REX Retail
Offer and the number of REX Retail Offer Shares to be issued shall
be at the discretion of the Company. The result of the REX Retail
Offer will be announced as soon as practicable after the close of
the REX Retail Offer.
The Placing Agreement contains customary warranties given by the
Company in favour of Stifel and SPARK in relation to, amongst other
things, the accuracy of the information in the Circular and other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify Stifel and SPARK (and their
respective affiliates) in relation to certain liabilities which
they may incur in respect of the Placing.
Stifel and SPARK have the right to terminate the Placing
Agreement in certain circumstances prior to Admission. In
particular, in the event of breach of the warranties, the
occurrence of a material adverse change or if the Placing Agreement
does not become unconditional.
Rights of the New Ordinary Shares and application for
Admission
The New Ordinary Shares will, when issued, be credited as fully
paid and will be issued subject to the Articles and rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid on or in respect of the Ordinary Shares after the date
of issue of the New Ordinary Shares and will, on issue, be free of
all claims, liens, charges and encumbrances.
Application will be made for Admission of the EIS/VCT Placing
Shares and it is expected that EIS/VCT Admission will become
effective and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on or around 27 October 2022 (or such later
time and/or date as Stifel and SPARK may agree with the Company,
being not later than 8:00 a.m. on the Long Stop Date).
Application will be made for Admission of the General Placing
Shares, the Subscription Shares and the REX Retail Offer Shares and
it is expected that General Admission will become effective and
that dealings in the New Ordinary Shares (which are not EIS/VCT
Placing Shares) will commence at 8.00 a.m. on or around 28 October
2022 (or such later time and/or date as Stifel and SPARK may agree
with the Company, being not later than 8:00 a.m. on the Long Stop
Date).
Irdeto Subscription and Lock-In
Irdeto has conditionally subscribed in cash for the Subscription
Shares at the Issue Price on the terms of the Subscription
Agreement. The Subscription Agreement is conditional, amongst other
things, on General Admission. Pursuant to the terms of the
Subscripton Agreement, for so long as Irdeto holds an interest in
Ordinary Shares representing more than 10% of the issued share
capital of the Company, Irdeto shall have the right to nominate one
director for appointment to the board of the Company as a
non-executive director. The appointment or removal of any director
nominated by Irdeto is subject, amongst other things, to the prior
written approval of the Company and the Company's nominated adviser
from time to time.
In connection with the Subscription, Irdeto has entered into a
lock-in and orderly market agreement with the Company, SPARK and
Stifel pursuant to which: (a) Irdeto undertakes not to dispose of
the New Ordinary Shares held by it during the period from the date
of General Admission up to and including the date falling six
months after the date of General Admission (the "Lock-in Period");
and (b) Irdeto further undertakes that, during the period of six
months commencing on the date of expiry of the Lock-in Period, it
will only dispose of the New Ordinary Shares held by it through
Stifel (or the broker for the time being of the Company) in such
manner as Stifel (or the replacement broker) may reasonably require
so as to ensure an orderly market in the Ordinary Shares.
General Meeting
The issue of the New Ordinary Shares is conditional, inter alia,
on the passing by Shareholders of certain resolutions at a General
Meeting of the Company, which is to be held at 11:00 a.m. on 25
October 2022 at Plexal Here East, 14 East Bay Lane, London, United
Kingdom, E15 2GW. The notice convening the General Meeting will be
set out in the Circular expected to be sent to Shareholders on 7
October 2022.
Important Notice
This announcement includes "forward-looking statements" which
include all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this document. The Company expressly
disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based
unless required to do so by applicable law or the AIM Rules.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933,
except pursuant to an exemption from registration. No public
offering of securities is being made in the United States.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Stifel that would permit
an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and Stifel to inform themselves about, and
to observe, any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, Japan, New Zealand, the
Republic of South Africa or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
Stifel Nicolaus Europe Limited is authorised and regulated by
the FCA in the United Kingdom and is acting as sole bookrunner
exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
SPARK is authorised and regulated in the United Kingdom by the
FCA and is the Company's nominated adviser for the purposes of the
AIM Rules. SPARK is acting for the Company in relation to Admission
and will not regard any other person as a client in relation to
Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the contents of this document
or any other matter referred to herein. SPARK's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed to the London Stock Exchange and not to any other
person.
Appendix I to this announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
placee will be deemed to have read and understood this announcement
(including the Appendices) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in
Appendix I to this announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in Appendix I to this announcement.
APPIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIXES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT MUST BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (III) OTHERWISE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
(THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of Stifel has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of Stifel has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained herein;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this announcement;
and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 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; and
7. the Company and Stifel will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this announcement and the announcement of the results of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any Publicly Available Information and
subject to any further terms set forth in the trade confirmation
sent to Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Stifel or the Company or any other person and none of Stifel, the
Company nor any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any responsibility
or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). Each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any
information in this announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stifel is acting as sole bookrunner in connection with the
Placing and has entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in
the Placing Agreement, Stifel, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
placees for the Placing Shares. Neither the Placing, the
Subscription, nor the Rex Retail Offer is being underwritten by
Stifel or any other person.
The price per Ordinary Share at which the Placing Shares are to
be placed is the Issue Price. The timing of the closing of the book
and allocations are at the discretion of the Company and
Stifel.
The Placing Shares will be made up of a number of new Ordinary
Shares issued and allotted by the Company. Accordingly, by
participating in the Placing, Placees agree to subscribe for
Placing Shares.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid up and will be issued
subject to the Articles and rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all pre-emption
rights, claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the EIS/VCT Placing Shares and the General Placing
Shares to trading on AIM.
It is expected that EIS/VCT Admission will occur at 8.00 a.m. on
27 October 2022 (or such later time or date as Stifel and SPARK may
agree with the Company, being no later than 8.00 a.m. on the Long
Stop Date) and that dealings in the EIS/VCT Placing Shares will
commence at that time.
It is expected that General Admission will occur at 8.00 a.m. on
28 October 2022 (or such later time or date as Stifel and SPARK may
agree with the Company, being no later than 8.00 a.m. on the Long
Stop Date) and that dealings in the General Placing Shares will
commence at that time.
Bookbuild
Stifel will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees
(the "Bookbuild"). This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Stifel and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Stifel is acting as sole bookrunner to the Placing, as agent
for and on behalf of the Company, on the terms and subject to the
conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Stifel. Stifel may itself agree to be a Placee in respect of all or
some of the Placing Shares or may nominate any member of its group
to do so.
3. Following a successful completion of the Bookbuild, the
Company will confirm the closing of the Placing via the Result of
Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Stifel. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the fixed Issue Price. Bids may be scaled down by Stifel on the
basis referred to in paragraph 6 below. Stifel reserves the right
not to accept bids or to accept bids in part rather than in whole.
The acceptance of the bids shall be at Stifel's absolute
discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 7:00 a.m. on
6 October 2022 but may be closed earlier or later at the discretion
of Stifel. Stifel may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Company
reserves the right (upon the prior agreement of Stifel) to vary the
number of shares to be issued pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares will be determined by
Stifel after consultation with the Company (and in accordance with
Stifel's allocation policy as has been supplied by Stifel to the
Company in advance of such consultation). Allocations will be
confirmed orally by Stifel and a trade confirmation will be
despatched as soon as possible thereafter. Stifel's oral
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of Stifel and the Company, to subscribe for
the number of Placing Shares allocated to it and to pay the Issue
Price in respect of each such share on the terms and conditions set
out in this Appendix and in accordance with the Company's Articles
of Association. A bid in the Bookbuild will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
Stifel's consent, such commitment will not be capable of variation
or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by
a trade confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that trade
confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed/purchased for pursuant to the Placing will
be required to be made, on the basis explained below under
"Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law, none of Stifel,
the Company nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Stifel,
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Stifel's conduct of the Placing or
of such alternative method of effecting the Placing as Stifel and
the Company may agree.
12. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Stifel's conduct of the
Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms. Stifel's obligations under the Placing
Agreement are conditional on customary conditions, including
(amongst others) (the "Conditions"):
1. the passing of the Resolutions at the General Meeting (or any adjournment thereof);
2. EIS/VCT Admission occurring no later than 8.00 a.m. on 27
October 2022 and General Admission occurring no later than 8.00
a.m. on 28 October 2022 (or, in each case, such later time or date
as Stifel and SPARK may otherwise agree with the Company, being no
later than 8.00 a.m. on the Long Stop Date);
3. the delivery to Stifel and SPARK of certificates from and
signed by the Company in terms of the warranties being provided by
the Company under the Placing Agreement ("Warranties") on the
Business Day immediately prior to the date on which EIS/VCT
Admission and General Admission respectively is expected to occur
(and dated as of such dates); and
4. the Company having complied with its obligations under the
Placing Agreement which fall to be performed on or prior to EIS/VCT
Admission and / or General Admission.
Stifel and SPARK may, at their discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or
any part of any of its obligations in relation to the Conditions or
extend the time or date provided for fulfilment of any such
Conditions in respect of all or any part of the performance
thereof, save in respect of conditions 1 and 2 above relating to
the passing of the Resolutions and Admission taking place. Any such
extension or waiver will not affect Placees' commitments as set out
in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Stifel and SPARK by the relevant time or date
specified (or such later time or date as Stifel and SPARK may agree
with the Company, being no later than 8.00 a.m. on the Long Stop
Date); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the
Placing Agreement", the Placing will not proceed and will lapse and
the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither Stifel or the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition
or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Stifel.
Placees should note that the EIS/VCT Placing is not conditional
on the issue of the General Placing Shares and General Admission,
nor is the EIS/VCT Placing conditional on the Subscription. Placees
should note that it is possible that EIS/VCT Admission will occur
but General Admission will not occur and that the General Placing
Shares, the Subscription Shares and the Rex Retail Offer Shares
will not be issued. If General Admission does not occur then the
Company will not receive the relevant net proceeds in respect of
the issue of the General Placing Shares, the Subscription Shares
and the Rex Retail Offer Shares and the Company may not be able to
finance the activities referred to in the announcement of which
this Appendix forms part.
Right to terminate under the Placing Agreement
Stifel and SPARK are entitled, at any time before General
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including (amongst other
things) if:
1. any of the warranties and undertakings in the Placing
Agreement were untrue or inaccurate in any respect which Stifel or
SPARK consider (in their absolute discretion) material; or
2. the Company fails to comply with its obligations under the
Placing Agreement, which Stifel or SPARK consider (in their
absolute discretion) to be material in the context of the Placing;
or
3. any statement contained in the Placing Documents is or has
become untrue, inaccurate or misleading in any material respect or
any matter has arisen which would constitute a material omission
from the Placing Documents; or
4. any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by Stifel or SPARK; or
5. the occurrence of a material adverse change or certain force majeure.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Stifel or SPARK of any right of termination or of any
other discretion under the Placing Agreement shall be within the
absolute discretion of Stifel and SPARK and that they need not make
any reference to, or consult with, Placees and that it shall have
no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by Stifel of the allocation and commitments following the close of
the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Stifel and SPARK that, between the
date of the Placing Agreement and a period of 180 days from General
Admission (the "Restricted Period"), it will not, without the prior
written consent of Stifel and SPARK or otherwise in connection with
the Fundraising, offer, issue, lend, sell or contract to sell,
issue options in respect of or otherwise dispose of or announce an
offering or issue of any Ordinary Shares (or any interest therein
or in respect thereof) or any other securities exchangeable for or
convertible into, or substantially similar to, Ordinary Shares
provided that the foregoing restrictions shall not restrict the
ability of the Company or any other member of the Group during the
Restricted Period to grant options under, or the allotment and
issue of shares pursuant to options under, any employee or non-
executive share or option schemes or long term incentive plans of
the Company (in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise
by Stifel and SPARK of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the restrictive provisions on further issuance under
the Placing Agreement shall be within the absolute discretion of
Stifel and SPARK and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and Settlement
Settlement of transactions in the EIS/VCT Placing Shares (ISIN:
GB00BZ7M6059) following EIS/VCT Admission and in the General
Placing Shares (ISIN: GB00BZ7M6059) following General Admission
will take place within the system administered by Euroclear UK
& International Limited ("CREST"), subject to certain
exceptions. Stifel reserves the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to
Placees by such other means that they may deem necessary if
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to them
at the Issue Price, the aggregate amount owed by such Placee to
Stifel and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with Stifel.
The Company will deliver (or will procure the delivery of) the
Placing Shares to a CREST account operated by Stifel as agent for
the Company and Stifel will enter its delivery instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement in respect of the EIS/VCT Placing
Shares will take place on 27 October 2022 on a delivery versus
payment basis.
It is expected that settlement in respect of the General Placing
Shares will take place on 28 October 2022 on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above SONIA as
determined by Stifel.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Stifel may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Stifel's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are issued in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither Stifel or the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Stifel (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares, the
following:
1. it has read and understood this announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014) (as it forms part of United Kingdom
domestic law by virtue of the EUWA ("MAR")), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
3. to be bound by the terms of the Articles;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Stifel nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify Stifel and the Company on an after-tax basis in
respect of any Indemnified Taxes;
5. neither Stifel nor any of its affiliates, agents, directors,
officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person in connection with the Placing;
6. time is of the essence as regards its obligations under this Appendix;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Stifel;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
9. it has not received (and will not receive) a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document (a) is
required under the UK Prospectus Regulation or other applicable
law; and (b) has been or will be prepared in connection with the
Placing;
10. in connection with the Placing, Stifel and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Stifel or any of its
affiliates acting in such capacity;
11. Stifel and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
Stifel and any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares;
12. Stifel does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11
above otherwise than in accordance with any legal or regulatory
obligation to do so;
13. Stifel does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of Stifel in connection with its
participation in the Placing and that Stifel has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company (and such other persons specifically
identified as accepting responsibility to certain parts thereto)
and neither Stifel nor any of its affiliates agents, directors,
officers or employees nor any person acting on behalf of any of
them is responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the
Placing Documents, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Stifel nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
18. neither Stifel or the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of Stifel or the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
19. neither Stifel or the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation
that Stifel, any of its affiliates or any person acting on its
behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
21. in making any decision to subscribe for Placing Shares
it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Stifel for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company and Group, the Placing
Shares and the terms of the Placing and has satisfied itself that
the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision
to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Appendix;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or Stifel for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in Stifel or the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of
Stifel as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Appendix;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered,
directly or indirectly, in or into the Restricted Jurisdictions or
any jurisdiction (subject to certain exceptions) in which it would
be unlawful to do so and no action has been or will be taken by any
of the Company or Stifel or any person acting on behalf of the
Company or Stifel that would, or is intended to, permit a public
offer of the Placing Shares in the Restricted Jurisdictions or any
country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is
required;
29. no action has been or will be taken by any of the Company or
Stifel or any person acting on behalf of the Company or Stifel that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with Stifel, it is not
and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, New Zealand, Japan, the
Republic of South Africa or any province or territory of
Canada;
31. it may be asked to disclose in writing or orally to
Stifel:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
36. it will not distribute, forward, transfer or otherwise
transmit this announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor Stifel make any
representation or warranty with respect to the same. Accordingly,
neither the Company nor Stifel can provide any advice to United
States investors as to whether the Company is or is not a PFIC for
the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Stifel undertakes to provide
to United States investors or shareholders any information
necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders
should not assume that this information will be made available to
them;
39. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
41. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Stifel has been given to
each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order, or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
43. if in the United Kingdom, unless otherwise agreed by Stifel,
it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
44. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
45. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Stifel in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
46. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
47. if it is a pension fund or investment company, its
subscription for/purchase of Placing Shares is in full compliance
with applicable laws and regulations;
48. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
49. in order to ensure compliance with the Regulations, Stifel
(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 Stifel or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Stifel's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at
Stifel's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify Stifel (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, either Stifel and/or the Company
may, at its absolute discretion, terminate its commitment in
respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
50. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
51. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Stifel may in its sole discretion determine
and without liability to such Placee, who will remain liable for
any amount by which the net proceeds of such sale falls short of
the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
52. any money held in an account with Stifel on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules: as a consequence this money will not be
segregated from Stifel's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
53. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Stifel or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
54. neither Stifel nor any of its affiliates, nor any person
acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and Stifel is not acting
for it or its clients, and that Stifel will not be responsible for
providing the protections afforded to customers of Stifel or for
providing advice in respect of the transactions described in this
announcement;
55. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this announcement and in the trade
confirmation, contract note or other (oral or written) confirmation
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or Stifel's conduct of the
Placing;
56. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
57. the rights and remedies of the Company and Stifel under the
terms and conditions in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and
the exercise or partial exercise of one will not prevent the
exercise of others; and
58. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or Stifel in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well Stifel and are irrevocable. Stifel,
the and the Company and their respective affiliates and others will
rely upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings.
Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and Stifel to produce
this announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Stifel and their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Stifel, the
Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees'
obligations as set out in this announcement, and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. 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 will not be admitted to trading on any stock
exchange other than AIM, a market operated by London Stock Exchange
plc.
Stifel Nicolaus Europe Limited is authorised and regulated by
the Financial Conduct Authority (the "FCA") in the United Kingdom
and is acting as sole bookrunner exclusively for the Company and no
one else in connection with the Placing and will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares
by the Company to Placees (and/or to persons for whom such Placee
is contracting as agent) free of stamp duty and stamp duty reserve
tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on
the allotment of the Placing Shares by the Company. The
registration of and the issue of definitive share certificates for
the Placing Shares should not give rise to any liability to stamp
duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments
transferring Shares and agreements to transfer Ordinary
Shares).
Such agreement also assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor Stifel
will be responsible and the Placees shall indemnify the Company and
Stifel on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or Stifel in respect of any such arrangements or dealings.
If this is the case, each Placee should seek its own advice and
notify Stifel accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription
for Placing Shares.
The Company and Stifel are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of any country in the EEA. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify Stifel and the Company accordingly. Furthermore,
each prospective Placee agrees to indemnify on an after-tax basis
and hold Stifel and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
APPIX II - DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"Admission" EIS/VCT Admission and General Admission;
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published
and amended from time to time by the
London Stock Exchange;
"AIM Rules for Nominated the AIM Rules for Nominated Advisers
Advisers" published by the London Stock Exchange
as amended from time to time;
"Articles" the articles of association of the Company;
"Board" or "Directors" the directors of the Company as at the
date of this announcement;
"Business Day" any day (excluding Saturdays and Sundays)
on which banks are open in London for
normal banking business and the London
Stock Exchange is open for trading;
"certificated" or "in where an Ordinary Share is not in uncertificated
certificated form" form (i.e. not in CREST);
"Circular" the circular to be posted to Shareholders
on or about 7 October 2022;
"Company" or "Bidstack" Bidstack Group plc, a company registered
in England and Wales with registered
number 04466195 and having its registered
office at Plexal Here East, 14 East Bay
Lane, London, United Kingdom, E15 2GW;
"CREST" the relevant system for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear in accordance with the CREST
Regulations;
"CREST Manual" the CREST Manual referred to in agreements
entered into by Euroclear and available
at www.euroclear.com;
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the
CREST Regulations);
"CREST member account the identification code or number attached
ID" to a member account in CREST;
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in the
CREST Regulations);
"CREST participant ID" shall have the meaning given in the CREST
Manual;
"CREST payment" shall have the meaning given in the CREST
Manual;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends
or supersedes those regulations and any
applicable rules made under those regulations
or any such enactment or subordinate
legislation for the time being in force;
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a
CREST sponsored member;
"Enlarged Share Capital" the entire issued share capital of the
Company on Admission following completion
of the Fundraise;
"Enterprise Investment the Enterprise Investment Scheme whose
Scheme" or "EIS" rules are contained in Part 5 of the
Income Tax Act 2007 (income tax) and
sections 150A to 150C of, and Schedule
5B to, the Taxation and Chargeable Gains
Act 1992 (capital gains tax);
"EIS/VCT Admission" admission of the EIS/VCT Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
"EIS/VCT Placing" the placing of the EIS/VCT Placing Shares;
"EIS/VCT Placing Shares" the New Ordinary Shares to be issued
pursuant to the EIS/VCT Placing that
are intended to qualify for the purpose
of EIS or VCT purposes;
"Euroclear" Euroclear UK & International Limited,
the operator of CREST;
"Existing Ordinary Shares" the 931,531,573 Ordinary Shares in issue
at the date of this announcement;
"FCA" the Financial Conduct Authority of the
United Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders
in relation to the General Meeting;
"FSMA" the Financial Services and Markets Act
2000 (as amended);
"Fundraise" the Placing, the Subscription and the
REX Retail Offer;
"General Admission" admission of the New Ordinary Shares,
other than the EIS/VCT Placing Shares,
to trading on AIM becoming effective
in accordance with the AIM Rules;
"General Meeting" or "GM" the General Meeting of the Company to
be convened for 11:00 a.m. on 25 October
2022 or any adjournment thereof, notice
of which will be set out at the end of
the Circular;
"General Placing Shares" the New Ordinary Shares to be issued
pursuant to the Placing that are not
EIS/VCT Placing Shares;
"Group" the Company and its subsidiaries (as
defined in the Act);
"Intermediaries" any intermediary financial institution
that is appointed by the Company in connection
with the REX Retail Offer after the date
of the Placing Agreement pursuant to
an Intermediaries Agreement and "Intermediary"
shall mean any one of them;
"Intermediaries Agreements" the agreements in the agreed form between
each of the Intermediaries, the Company
and Peel Hunt relating to the REX Retail
Offer containing the terms and conditions
in the agreed form of subscription by
the relevant Intermediary under the REX
Retail Offer;
"Irdeto" Irdeto B.V., a company incorporated in
the Netherlands with RSIN (Rechtspersonen
en Samenwerkingsverbanden Identificatie
Nummer) 0048708760);
"Issue Price" 2.85 pence per New Ordinary Share;
"ITA" UK Income Tax Act 2007;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 18 November 2022;
"New Ordinary Shares" the Placing Shares, the Subscription
Shares and the REX Retail Offer Shares;
"Notice of General Meeting" the notice convening the General Meeting
set out at the end of the Circular;
"Official List" the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 0.5 pence each
in the capital of the Company in issue
from time to time;
"Peel Hunt" Peel Hunt LLP;
"Placing" the conditional placing by Stifel (as
agent for the Company) of the Placing
Shares at the Issue Price on the terms
of the Placing Agreement;
"Placing Agreement" the conditional placing agreement entered
into between the Company, Stifel and
SPARK in respect of the Placing, dated
5 October 2022;
"Placing Document" this announcement and the announcement
of the results of the Placing;
"Placing Shares" the EIS/VCT Placing Shares and the General
Placing Shares;
"Proposals" the Fundraise and other matters contained
in this announcement;
"Prospectus Regulation the prospectus regulation rules of the
Rules" FCA made under section 73A of FSMA;
"Publicly Available Information" any information publicly announced through
a RIS by or on behalf of the Company
on or prior to the date of this announcement;
"RIS" the meaning given to it in the AIM Rules;
"Resolutions" the resolutions to be proposed at the
General Meeting, the full text of which
will be set out in the Notice of General
Meeting;
"REX Retail Offer" the proposed offer of REX Retail Offer
Shares having an aggregate value, at
the Issue Price, not exceeding EUR8 million
(or the equivalent Sterling) by the Company
to retail investor Shareholders through
Intermediaries using the REX Platform
and on the basis of the terms and conditions
set out in the REX Retail Offer Announcement
and Intermediaries Agreements;
"REX Retail Offer Announcement" the announcement to be released immediately
after this announcement giving details,
inter alia, of the REX Retail Offer;
"REX Retail Offer Shares" the New Ordinary Shares to be issued
for cash at the Issue Price pursuant
to the REX Retail Offer;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares,
and the term "Shareholder" shall be construed
accordingly;
"SONIA" the Sterling Overnight Index Average
benchmark rate set by the Bank of England;
"SPARK" SPARK Advisory Partners, a private limited
company incorporated in England and Wales
under registered number 03191370 and
having its registered office at 5 St.
John's Lane, London, EC1M 4BH, the Company's
nominated adviser in accordance with
the AIM Rules;
"Stifel" Stifel Nicolaus Europe Limited, a private
limited company incorporated in England
& Wales under registered number 03719559
and having its registered office at 4th
Floor, 150 Cheapside, London, United
Kingdom EC2V 6ET, the Company's bookrunner
and broker for the purposes of the Placing
and Admission;
"stock account" an account within a member account in
CREST to which a holding of a particular
share or other security in CREST is credited;
"Subscription" the conditional subscription by Irdeto
of the Subscription Shares at the Issue
Price on the terms and subject to the
conditions set out in the Subscription
Agreement;
"Subscription Agreement" the subscription agreement to be dated
on or around the date of this announcement
between the Company and Irdeto in connection
with the Subscription;
"Subscription Shares" the 175,438,596 New Ordinary Shares proposed
to be issued pursuant to the Subscription;
"uncertificated" or recorded on the relevant register or
"uncertificated form" other record of the share or other security
concerned as being held in uncertificated
form in CREST, and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"VCT" or "Venture Capital a company which is, or which is seeking
Trust" to become, approved as a venture capital
trust under the provisions of Part 6
of the ITA; and
"GBP" or "Pounds" UK pounds sterling, being the lawful
currency of the United Kingdom.
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END
IOEBUBDGXBGDGDU
(END) Dow Jones Newswires
October 05, 2022 11:35 ET (15:35 GMT)
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