TIDMBNN
RNS Number : 4189C
BNN Technology PLC
13 April 2017
13 April 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
BNN Technology PLC
("BNN" or the "Company")
Proposed Placing to raise up to GBP25 million
-- Intention to raise up to GBP25 million, via an accelerated book-build, to fund exciting and transformational new developments, with significant potential for acquiring valuable data
-- Placing will allow the Group to invest in two new platforms
in line with its strategy to become a major data-focused internet
portal in China:
o Creation of a student services platform in China encompassing
recruitment, financial services and private equity funding
o Establishment of a credit rating platform with local partners
in a largely unexploited market
-- Initiatives designed to align the Group with the Chinese
government's 13th Five Year Plan for its citizens
-- NASDAQ listing planned for Q3 2017 as Company progresses
compliance and disclosure requirements
BNN Technology (AIM: BNN), a London-listed Chinese technology,
content and services company, today announces its intention to
establish and invest in both a student services platform and a
credit rating services platform with its Chinese key partner to add
to its existing content and payments platforms.
The Company also provides an update on its NASDAQ
application.
BNN's investment into the two new platforms will be funded from
the net proceeds of a conditional two-stage placing of new ordinary
shares of 10 pence each in the Company ("Ordinary Shares") (the
"Placing Shares") to be undertaken by way of an accelerated
book-build to raise up to GBP25 million before expenses through
Mirabaud Securities LLP, at or around the current market price of
an Ordinary Share (the "Placing").
Details of the Placing
The Placing will be led by Mirabaud Securities LLP ("Mirabaud").
The Placing is not being underwritten. The Placing is subject to
the terms and conditions set out in Appendix I to this
Announcement.
The final offering price and total number of Placing Shares to
be issued pursuant to the Placing will be determined in the context
of the market with final terms to be determined following the
completion of the book-building process. The book will open with
immediate effect and close at the sole discretion of Mirabaud.
Details on the number of Placing Shares offered and the price at
which they are offered will be announced as soon as practicable
after the close of the book-building process.
The Placing Shares, when issued, will rank pari passu in all
respects with the existing Ordinary Shares with regard to dividend
entitlements, interests and all other rights and obligations
attaching to the Ordinary Shares.
The Placing Shares will be placed by Mirabaud as an agent of the
Company, with certain existing and new institutional and other
investors pursuant to the placing agreement governing the Placing
(the "Placing Agreement"). Under the terms of the Placing Agreement
which will be signed by the Company, Strand Hanson Limited ("Strand
Hanson") and Mirabaud, Mirabaud will receive commission from the
Company conditional on the admission of the Placing Shares to
trading on AIM ("Admission") and the Company will give customary
warranties and undertakings to Mirabaud and Strand Hanson in
relation, inter alia, to its business and the performance of its
duties. Strand Hanson will also be paid certain fees in relation to
the Placing. There is no other investment banker, broker, finder or
other intermediary that has been retained by or is authorised to
act on behalf of the Company who might be entitled to any fee or
commission in connection with the Placing. In addition, the Company
has agreed to indemnify Mirabaud and Strand Hanson in relation to
certain liabilities that they may incur in undertaking the Placing.
Mirabaud and Strand Hanson have the right to terminate the Placing
Agreement in respect of its obligations in certain circumstances
prior to Admission, in particular, in the event that there has
been, inter alia, a material breach of any of the warranties given
by the Company to Mirabaud and Strand Hanson.
It is intended that the Placing will be conducted in two stages,
with an initial tranche of Placing Shares being placed using the
Directors' existing authority to allot shares for cash on a
non-pre-emptive basis and the balance of the Placing Shares being
placed conditionally upon, inter alia, the passing of the necessary
resolutions at a general meeting of the Company which is shortly to
be convened and is expected to be held on 11 May 2017.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement).
Student Services Platform
One of the key initiatives in China's 13th Five-Year plan
(2016-2020) is to promote education. Amongst other educational
initiatives, the plan encourages the cultivation of students'
entrepreneurship and innovation capabilities and practical skills,
as well as emphasising the need for recruitment reforms relating to
students. As such, a key government initiative over the next four
years is to ensure that the 35 million students who are in higher
education are either successful in getting an appropriate job upon
graduation or successful in launching a new business.
In support of this critical initiative, we are announcing today
our intention, subject to the successful completion of the Placing,
to build a leading student services platform in China. Further
education students are an important segment for BNN to address,
offering both significant potential to acquire valuable data and
access to a market which the Group expects to be more attractive to
advertisers than many other demographic groups. We anticipate
building relationships with a number of partners in connection with
the student platform, including leveraging relationships with
existing partners, and look forward to providing further updates in
due course.
It is intended that this student services platform will comprise
three key elements:
1. Recruitment
More than seven million students graduate from Chinese higher
education establishments each year. As these students seek to enter
the job market, the existing recruitment process for both
candidates and employers in China is fragmented and complex. Most
notably, it lacks the capability for employers to verify the
qualifications and backgrounds of student applicants, while
candidates have limited means of establishing the validity of
opportunities offered by employers. This element of the platform is
aimed at connecting these verified students with potential
employers which have also been validated, acting as an agent to
help maximise success for both parties in the recruitment process.
The Directors believe that BNN's digital platform will streamline
and modernise the process with online chat and video, which are
particularly valuable when conducting interviews across large
geographical distances.
BNN will seek to partner with organisations which can support it
in developing verification services, which will provide a
distinctive advantage for the platform in the marketplace. The
Group intends to develop a fee based revenue model for this
element, based on commissions for the successful recruitment of
students for employers.
2. Online financial services
China's large online financial services market will be the
second focus for the student platform, again with an emphasis on
information verification. Outstanding balances on online credit
platforms in China totalled RMB 816 billion in December 2016.
Harnessing technology and big data, high quality platforms connect
customers to fixed income investors faster and cheaper than any
bank. The sector is highly fragmented, with more than 2,000
platforms in operation, and the China Banking Regulatory Commission
is accelerating the process of building support systems to ensure
risk prevention, early warnings, control and proper
registration.
Research by Analysys China claims that 67% of students prefer to
pay for purchases in instalments and estimates the university
student credit market to be worth approximately RMB 103 billion
(GBP12 billion) as of August 2016. Focusing on enabling flexible,
instalment-based purchases exclusively to college students with no
credit history or credit cards, BNN intends to develop a
proprietary, merit based credit score system which will be used to
support online sales of instalment plans by or on behalf of
established financial institutions. A fixed service fee will be
charged to customers for each credit score. The system is aimed at
purchases such as mobile phones, tablets, laptops and cameras using
monthly instalment plans. In addition, BNN will work with a number
of parties to offer significant discounts in product areas
attractive to customers, as well as with financial institutions to
support the platform in offering instalment plans.
3. Business Incubator
The platform's third element will focus on supporting innovation
and enterprise. BNN has identified what it believes is a material
opportunity to work with financial institutions and key local
government departments to provide financial backing for business
plans developed by Chinese college students, with the aim of
identifying innovative new technologies and business processes
which will form the basis of exciting growth companies. Our digital
platform will offer college students the following services:
-- Business plan advice and support
-- Angel and Crowd funding
-- Specialist university expertise and advice
-- Online coaching and advice from angels, professors and in-field experts.
Rollout of the student services platform
Subject to the successful completion of the Placing, the
Recruitment element of the student service platform is expected to
be launched in Q4 2017, with the Financial Services and Business
Incubator elements launched by Q1 2018. The Board expects these
initiatives to contribute to Group revenues in 2018 and beyond.
BNN intends to invest cash resources into recruiting executives
and management to execute its plans for the student services
platform. Cash resources will also be made available to provide
working capital for the platform and, subject to cash flow
generated within the Group, for investing in the capital pool for
the Business Incubator element.
Credit Rating Services Platform
BNN also intends, subject to the successful completion of the
Placing, to build a credit rating services platform with a view to
launching before the end of 2017 with local partners.
The Board views the establishment of a credit rating services
platform as an exciting opportunity for the Company to participate
in a market that has been described as "probably the largest
untapped consumer finance market globally," by the founder and
chief executive of China Rapid Finance, Zane Wang, previously head
of analytics at the credit arm of Sears, the American retailer. In
western markets, the large established credit rating companies,
such as Equifax, and Experian, compile borrowing and repayment
records to create credit ratings or scores. In more developed
markets, lending institutions, including banks, rely heavily on
those scores when making lending decisions for both companies and
individuals. China lacks a direct equivalent of this as there are
only limited established credit rating companies operating in the
country. Research by Analysys China notes that whilst the Chinese
central bank holds basic data on 880 million people, in June 2016,
it had credit records for only 380 million, or around one-third of
Chinese adults. By comparison, 89 per cent of the US population has
a credit score.
The Directors believe that BNN's platform will also be well
placed to address a significant, regulation-driven opportunity
working with local partners serving government departments. China's
central government is pursuing a plan to establish by 2020 a social
credit score programme administered by provincial authorities to
establish the status of individuals' administrative affairs,
commercial activities, social behaviour and experiences of the
judicial system, as well as corporate credit checking platforms. No
internet technology company has yet established a dominant position
in this market, in which the robust and secure features of BNN'S
platform, combined with an experienced team in the sector recently
recruited by BNN, position the group well to benefit from the very
significant size of the Chinese marketplace.
In addition to the initial build-out phase where we will invest
heavily in people and technology over the next few months, we will
be reaching out to, and working with, a number of companies to
provide them access to our technology platform and expertise and
begin to develop the commercial elements of the business.
NASDAQ Update
As noted in the Company's announcement on 5 April 2017, BNN is
working towards completing the listing on NASDAQ in Q3 2017, which
the Board fully appreciates is later than originally intended. This
delay has been driven by two important factors:
Firstly, the Board has been focused on refining the internal
structure of the Company to ensure it can comply with the stricter
internal control requirements required by NASDAQ, particularly with
respect to ensuring that it can meet its quarterly reporting
requirements. In December of last year, BNN engaged a big four
accountancy firm to help support the Company through the NASDAQ
application process and we are grateful for their support and
advice. They have worked with many clients in China in helping them
prepare for a NASDAQ IPO and we expect them to be supporting us in
the run up to the NASDAQ listing and beyond, as we work towards
full Sarbanes-Oxley compliance.
Secondly, as part of the application process, all material
initiatives and contracts must be disclosed in BNN's application
documents. As such, we have deliberately delayed the application
process to ensure that all current initiatives, including those
announced today, are able to be fully reflected in the application
document. We believe this inclusion will benefit shareholder value
by allowing the Company to be rated as a technology portal with the
potential to build one of the largest databases in China, rather
than solely reflecting the business as a payments provider. As a
result, it is the Boards hope that BNN will be appropriately
positioned alongside a peer group of other technology portals.
Share options
The Company intends to issue share options to retain and
incentivise certain Directors and senior management, subject to
shareholder approval. Details will be set out in the circular to be
issued in connection with the Placing.
Use of proceeds
The net proceeds of the Placing will be used in conjunction with
existing resources to invest in the student services platform and
credit rating services platform, and for general working capital
purposes.
Current Trading and Prospects
The Company has also announced today its preliminary results for
the year ended 31 December 2016, which sets out a detailed update
on current trading and prospects.
Darren Mercer, Chief Executive of BNN Technology, said:
"I am delighted that our journey of transformation into a
significant Chinese portal is moving apace. The initiatives
announced today are truly transformational to BNN's prospects, not
only in terms of the major industry sectors in which we aim to
participate, but also in progressing our ambition to build one of
the largest database platform providers in the world's second
largest economy. Both these deals offer potential to create
substantial shareholder value through additional revenue generation
in both the medium and long term. When fully rolled out, we believe
the very high quality of marketing data provided by the two
platforms has the potential to deliver hundreds of millions of new
users to our existing sales channels, enabling them to maximise
returns, while also supporting the Group in achieving its core
strategic goal of becoming a major internet portal."
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to BNN
and its securities.
For further information, please contact:
+44 (0) 1565
BNN Technology plc 872990
Darren Mercer, Chief Executive
Scott Kennedy, Chief Financial Officer
Stephen Benzikie, Communications
+44 (0) 20
Brunswick Group (Public Relations) 7404 5959
Brian Buckley / Diana Vaughton
Strand Hanson Limited (Nominated +44 (0) 20
& Financial Adviser) 7409 3494
Andrew Emmott / Ritchie Balmer
Mirabaud Securities LLP (Broker) +44 (0) 20
Peter Krens 7878 3362
About the Group
BNN Technology plc is a Chinese technology, content and services
company that builds long-term partnerships to deliver China's
citizens with value-added services, content and evolving
opportunities.
Listed on AIM since 2014, the Group principally engages in
providing technology to partners to facilitate fulfilment of
payments online and on mobile apps through partnerships or
affiliate agreements with corporate and key government partners,
and developing digital content, both online and mobile. Through
NewNet and its partnership with Xinhuatong, BNN facilitates mobile
payments, through its technology platform, on the Xinhua News
mobile app in 12 provinces in China. The Chinese consumer shift to
'life on mobile' is only just beginning and BNN's platform
technology enables urban and rural communities across China to
access exclusive content and pay for more services online.
The Group employs nearly 300 professionals throughout China.
Appendix I
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT (INCLUDING THE APPICES) COMES ARE REQUIRED BY THE
COMPANY, MIRABAUD AND STRAND HANSON TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
These Terms and Conditions (the "Terms and Conditions") do not
constitute an offer or invitation to acquire, underwrite or dispose
of, or any solicitation of any offer or invitation to acquire,
underwrite or dispose of, any Placing Shares or other securities of
the Company to any person in any jurisdiction to whom it is
unlawful to make such offer, invitation or solicitation in such
jurisdiction. Persons who seek to participate in the Placing must
inform themselves about and observe any such restrictions and must
be persons who are able to lawfully receive this document in their
jurisdiction (all such persons being "Relevant Persons"). In
particular, this document does not constitute an offer or
invitation (or a solicitation of any offer or invitation) to
acquire, underwrite or dispose of or otherwise deal in any Placing
Shares or other securities of the Company in the United States,
Canada, Australia, the Republic of South Africa, the Republic of
Ireland or Japan, subject to certain limited exemptions, or in any
other jurisdiction in which any such offer, invitation or
solicitation is or would be unlawful.
Members of the public are not eligible to take part in the
Placing. In the UK, the Terms and Conditions are directed only at
persons whose ordinary activities involve them acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their businesses and who have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") or are high net worth body
corporates, unincorporated associations or partnerships or trustees
of high value trusts as described in Article 49 of the Order or to
whom it may otherwise lawfully be communicated.
The Placing Shares have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under any other securities legislation of any
state of the United States or registered or qualified under the
applicable securities laws of any province of Canada or Australia,
Japan, the Republic of South Africa or the Republic of Ireland.
Accordingly, the Placing Shares may not, subject to certain limited
exceptions, be offered or sold, directly or indirectly, for the
account or benefit of, US persons (as defined in Regulation S of
the Securities Act, "Regulation S") or within the United States, or
within, or for the account or benefit of a national, citizen or
resident of, any province of Canada or Australia, Japan, the
Republic of South Africa or the Republic of Ireland. The Placing
Shares are being offered and sold outside the United States to
non-US persons in transactions complying with Regulation S, which
provides an exemption from the requirement to register the offer
and sale the Placing Shares under the Securities Act. In certain
cases, the Placing Shares may be offered and sold in the United
States and to US Persons, pursuant to Rule 144A under the
Securities Act ("Rule 144A") to "qualified institutional buyers"
(as defined in Rule 144A, "qualified institutional buyers" or
"QIBs") or to ANY US Selling Agents in a private placement
transaction exempt from registration under Section 4(a)(2) of
Regulation D (the "US Placing").
These Terms and Conditions apply to persons who offer to
purchase Placing shares in the Placing. Each person (a "Placee") to
whom these Terms and Conditions apply, as described above, who
confirms his agreement, whether by telephone or otherwise, with
MIRABAUD to purchase Placing Shares in the Placing, hereby agrees
with MIRABAUD to be legally and irrevocably bound by these Terms
and Conditions which will be the Terms and Conditions on which the
Placing Shares will be acquired in the Placing.
The Terms and Conditions must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which the Terms and Conditions set out herein relates
is available only to Relevant Persons and will be engaged in only
with Relevant Persons.
Acceptance of any offer incorporating the Terms and Conditions
(whether orally or in writing or evidenced by way of a contract
note) will constitute a binding irrevocable commitment by a Placee,
subject to the Terms and Conditions set out below, to subscribe and
pay for the relevant number of Placing Shares (the "Placing
Participation"). Such commitment is not capable of termination or
rescission by the Placee in any circumstances except fraud. All
such obligations are entered into by the Placee with MIRABAUD in
ITS capacity as agent for the Company and are therefore directly
enforceable by the Company.
Details of the Placing
Mirabaud has today entered into an agreement with BNN Technology
PLC and Strand Hanson (the "Placing Agreement") under which,
subject to the conditions set out in that agreement, it has agreed
to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price with certain institutional and
other investors.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission.
Applications for admission to trading
Applications will be made to the London Stock Exchange for
admission of both the First Placing Shares ("First Admission") and
the Second Placing Shares ("Second Admission") to trading on AIM.
It is expected that First Admission will become effective and that
dealings in the Placing Shares will commence on AIM at 8.00 a.m. on
21 April 2017 and that Second Admission will become effective and
that dealings in the Second Placing Shares will commence on AIM at
8.00 am on 15 May 2017.
Participation in, and principal terms of, the Placing
Mirabaud is arranging the Placing as agent for and on behalf of
the Company. The Company will determine in its absolute discretion
the extent of each Placee's participation in the Placing, which
will not necessarily be the same for each Placee. No element of the
Placing is underwritten.
Each Placee will be required to pay to Mirabaud, on the
Company's behalf, the Placing Price for each Placing Share agreed
to be acquired by it under the Placing in accordance with the terms
set out herein. Each Placee's obligation to acquire and pay for
Placing Shares under the Placing will be owed to Mirabaud and the
Company. Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to Mirabaud to pay to it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for. Each Placee will be deemed to have read
and understood the Appendices in their entirety, to be
participating in the Placing upon the terms and conditions
contained in the Appendices, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in the Appendices. To the
fullest extent permitted by law and applicable Financial Conduct
Authority ("FCA") rules (the "FCA Rules"), neither (i) Mirabaud or
Strand Hanson, (ii) any of their respective directors, officers,
employees or consultants, or (iii) to the extent not contained
within (i) or (ii), any person connected with Mirabaud or Strand
Hanson as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have
any liability to Placees or to any person other than the Company in
respect of the Placing.
Conditions of the Placing
The obligations of Mirabaud and Strand Hanson under the Placing
Agreement in respect of the First Placing Shares are conditional
on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to First Admission);
(b) First Admission having occurred not later than 8.00 a.m. 21
April 2017 or such later date as the Company, Mirabaud and Strand
Hanson may agree, but in any event not later than 8.00 a.m. on 5
May 2017.
The obligations of Mirabaud and Strand Hanson under the Placing
Agreement in respect of the Second Placing Shares are conditional
on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Second Admission);
(b) First Admission having become effective;
(c) the passing of the Resolutions at the General Meeting of the
Company being held on 11 May 2017; and
(d) Admission having occurred not later than 8.00 a.m. on 15 May
2017 or such later date as the Company, Mirabaud and Strand Hanson
may agree, but in any event not later than 8.00 a.m. on 29 May
2017.
If any of the conditions contained in the Placing Agreement in
relation to the First Placing Shares are not fulfilled or waived by
Mirabaud and Strand Hanson by the respective time or date where
specified, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
If any of the conditions contained in the Placing Agreement in
relation to the Second Placing Shares are not fulfilled or waived
by Mirabaud and Strand Hanson by the respective time or date where
specified, the placing of the Second Placing Shares will not
proceed (save to the extent already performed) and the Placee's
rights and obligations hereunder in relation to the Second Placing
Shares (save to the extent already performed) shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Each of Mirabaud and Strand Hanson, at its absolute discretion
and upon such terms as it thinks fit, may waive compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
None of Mirabaud, Strand Hanson or the Company or any other
person shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Mirabaud and/or Strand Hanson.
Termination of the Placing Agreement
Each of Mirabaud and Strand Hanson is entitled, at any time
before Second Admission, to terminate the Placing Agreement in
relation to its obligations in respect of the Placing Shares (save
to the extent already performed) by giving notice to the Company
if, amongst other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) it comes to the notice of Mirabaud or Strand Hanson that any
statement contained in any document or announcement issued or
published by or on behalf of the Company in connection with the
Placing was untrue, incorrect or misleading at the date thereof in
any respect which Mirabaud or Strand Hanson (acting reasonably)
considers to be material in the context of the Placing; or
(c) any of the warranties given by the Company in the Placing
Agreement has ceased to be true and accurate in any respect which
Mirabaud or Strand Hanson (acting reasonably) considers to be
material in the context of the Placing by reference to the facts
subsisting at the time when the notice to terminate is given;
or
(d) there happens, develops or comes into effect: i) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom; or ii) the outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or the declaration
by the United Kingdom of a national emergency or war; or iii) any
other occurrence of any kind which in any such case (by itself or
together with any other such occurrence) in the reasonable opinion
of Mirabaud or Strand Hanson is likely to materially and adversely
affect the market's position or prospects of the Group taken as a
whole; or iv) any other crisis of international or national effect
or any change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in the reasonable opinion of
Mirabaud is materially adverse.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination and save to the extent
already performed) from their respective obligations under or
pursuant to the Placing Agreement subject to certain
exceptions.
By participating in the Placing, Placees agree that the exercise
by Mirabaud or Strand Hanson of any right of termination or other
discretion, including waiver of any conditions of the Placing,
under the Placing Agreement shall be within the absolute discretion
of each of Mirabaud and Strand Hanson and that neither of them need
make any reference to Placees and that neither of them shall have
any liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendices) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, Mirabaud, Strand Hanson or any other person and none of
Mirabaud, Strand Hanson nor the Company nor any other person will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in the opinion of Mirabaud,
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Mirabaud.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Mirabaud. Such
agreement will constitute a legally binding commitment on such
Placee's part to acquire that number of Placing Shares at the
Placing Price on the terms and conditions set out or referred to in
the Appendices and subject to the Company's Articles of
Association.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent contract notes stating
the number of Placing Shares allocated to it at the Placing Price
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 that it
has in place with Mirabaud. Settlement should be through Mirabaud
against CREST ID: 834, account designation: CLEARING. For the
avoidance of doubt, Placing allocations will be booked with a trade
date of 13 April 2017 for the First Placing Shares and a settlement
date of 15 May 2017 for the Second Placing Shares, on a delivery
versus payment basis.
The Company will deliver the Placing Shares to the CREST account
operated by Mirabaud as agent for the Company and Mirabaud will
enter its delivery (DEL) instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that
Placee against payment.
It is expected that settlement will take place on 21 April 2017
for the First Placing Shares and 15 May 2017 for the Second Placing
Shares, on a delivery versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Mirabaud.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares 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 registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Notwithstanding the foregoing, any Placing Shares held in
certificated form by a US Person or a person in the United States
who acquired such Placing Shares in the Placing or from a US Person
who acquired such Placing Shares in the Placing or is otherwise
connected by an unbroken series of purchasers in the United States
to a US Person who acquired such Placing Shares in the Placing will
bear an appropriate legend containing notice of transfer
restrictions for such Placing Shares. Accordingly, in order to
register the transfer of any such Placing Shares by a person
described above, the Registrar for the Ordinary Shares will require
a legal opinion from the Company as to the status of the
certificate holder and making representations regarding compliance
with United States securities laws.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) to each of
Mirabaud and Strand Hanson for itself and as agent on behalf of the
Company the following:
That it:
1. has read this Announcement, including the Appendices, in its
entirety and acknowledges that its participation in the Placing
will be governed by the terms of these Appendices;
2. acknowledges and agrees that no offering document, prospectus
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
3. acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
4. acknowledges that none of Mirabaud, Strand Hanson nor the
Company nor any of their respective affiliates or any person acting
on behalf of any of them has provided, and will not provide, it
with any material regarding the Placing Shares or the Company other
than this Announcement; nor has it requested Mirabaud, Strand
Hanson the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Mirabaud, nor Strand Hanson nor any person acting on their behalf
has or shall have any liability for any information, representation
or statement contained in this Announcement or any information
previously published by or on behalf of the Company and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or
representations, warranties or statements made by Mirabaud, Strand
Hanson or the Company and neither Mirabaud, nor Strand Hanson nor
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing;
6. acknowledges that none of Mirabaud, Strand Hanson nor any
person acting on their behalf nor any of their respective
affiliates has or shall have any liability for any publicly
available or filed information, or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
7. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations
2007 (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
8. if a financial intermediary, as that term is used in Article
3(2) of EU Directive 2003/71/EC (the "Prospectus Directive")
(including any relevant implementing measure in any member state),
represents and warrants that the Placing Shares subscribed for by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in a member state of the European Economic
Area which has implemented the Prospectus Directive other than to
qualified investors, or in circumstances in which the prior consent
of Mirabaud has been given to the proposed offer or resale;
9. represents and warrants that 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
("FSMA");
10. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (Directive 2003/71/EC) (including any
relevant implementing measure in any member state);
11. represents and warrants that 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;
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in Hong Kong
except to professional investors within the meaning of the
Securities and Futures Ordinance (Cap. 571 of the Laws of Hong
Kong) and any rules made thereunder;
13. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in Singapore,
except to (i) institutional investors as defined in Section 4A of
the Securities and Futures Act (Chapter 289) of Singapore (the
"SFA") pursuant to Section 274 of the SFA or (ii) relevant persons
as defined in Section 275(2) of the SFA pursuant to Section 275(1)
of the SFA, or any person pursuant to Section 275(1) of the
SFA;
14. agrees and acknowledges that the Placing Shares have not
been and will not be publicly offered or distributed in Switzerland
in any way that could constitute a public offering within the
meaning of Articles 652 a or 1156 of the Swiss Code of Obligations,
and if a person is in Switzerland, (i) the person is a "Qualified
Investor" within the meaning of article 10(3) lit. a and b of the
Swiss Federal Act on Collective Investment Schemes ("CISA"); (ii)
agrees and acknowledges that neither these Terms and Conditions nor
any other placing or marketing materials relating to the Placing
Shares may be publicly distributed or otherwise made publicly
available in Switzerland, or may be distributed or made otherwise
available in or from Switzerland to persons who are not "Qualified
Investors" within the meaning of article 10(3) lit. a and b
CISA;
15. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
16. represents and warrants that it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or
is a person to whom this Announcement may otherwise be lawfully
communicated;
17. acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive and represents and agrees that it is
such a qualified investor;
18. represents and warrants that it is entitled to subscribe for
Placing Shares under the laws of all relevant jurisdictions which
apply to it, and that its subscription of the Placing Shares will
be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise.
19. acknowledges and agrees that the Placing Shares have not
been and will not be registered under the Securities Act or with
any securities regulatory authority of any state or jurisdiction of
the United States, or the relevant Canadian, Japanese, Australian,
South African or Irish securities legislation and therefore the
Placing Shares may not be offered, sold, transferred or delivered
directly or indirectly into the United States, Canada, Japan,
Australia, the Republic of South Africa or the Republic of Ireland
or their respective territories and possessions, except subject to
limited exemptions;
20. warrants that it has complied with all relevant laws of all
relevant territories, obtained all requisite governmental or other
consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in Mirabaud, Strand Hanson, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing;
21. acknowledges and agrees that its purchase of Placing Shares
does not trigger, in the jurisdiction in which it is resident or
located: (i) any obligation to prepare or file a prospectus or
similar document or any other report with respect to such purchase;
(ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the
Company;
22. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Mirabaud may in its absolute
discretion determine and without liability to such Placee;
23. acknowledges that none of Mirabaud, Strand Hanson nor any of
its or their respective affiliates, nor any person acting on behalf
of any of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of Mirabaud
or Strand Hanson for the purposes of the Placing and that neither
Mirabaud nor Strand Hanson has any duties or responsibilities to it
for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
24. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Mirabaud, Strand
Hanson, nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company, Mirabaud and Strand Hanson in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock account of Mirabaud which will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
25. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company,
Mirabaud or Strand Hanson 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;
26. acknowledges that Mirabaud, Strand Hanson and their
respective affiliates will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are irrevocable and it irrevocably authorises Mirabaud
and/or Strand Hanson 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;
27. agrees to indemnify and hold the Company, Mirabaud and
Strand Hanson and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in the Appendices and further agrees that the
provisions of the Appendices shall survive after completion of the
Placing;
28. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
29. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the relevant contract
notes will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company, Mirabaud and Strand Hanson. The
agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and none of the Company, nor Mirabaud nor Strand Hanson shall be
responsible for such stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify
Mirabaud and Strand Hanson accordingly;
30. understands that no action has been or will be taken by any
of the Company, Mirabaud, Strand Hanson or any person acting on
behalf of the Company, Mirabaud or Strand Hanson that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
31. in making any decision to subscribe for the Placing Shares,
confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain a complete loss in connection with the Placing.
It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
32. represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based upon its own
judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Mirabaud;
33. understands and agrees that it may not rely on any
investigation that Mirabaud, Strand Hanson or any person acting on
its or their behalf may or may not have conducted with respect to
the Company, or the Placing and neither of Mirabaud or Strand
Hanson has made any representation to it, express or implied, with
respect to the merits of the Placing, the subscription for the
Placing Shares, or as to the condition, financial or otherwise, of
the Company, or as to any other matter relating thereto, and
nothing herein shall be construed as a recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that
no information has been prepared by Mirabaud, Strand Hanson or the
Company for the purposes of this Placing;
34. accordingly it acknowledges and agrees that it will not hold
Mirabaud, Strand Hanson or any of their respective affiliates or
any person acting on its behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"information") and that neither Mirabaud, Strand Hanson nor any
person acting on its or their behalf, makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
35. understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and accordingly, may not be offered or sold or
otherwise transferred in the United States or to, or for the
account or benefit of, US Persons except pursuant to a registration
statement under the Securities Act or an exemption from the
registration requirements of the Securities Act and, in connection
with any such transfer, the Company shall be provided, as a
condition to transfer, with a legal opinion of counsel, in form and
by counsel reasonably satisfactory to the Company, that no such
Securities Act registration is or will be required and with
appropriate certifications by the transferee as to appropriate
matters;
36. represents and warrants that it is not a Plan (which term
includes (a) employee benefit plans that are subject to Section 406
of the US Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or plans, individual retirement accounts and
other arrangements that are subject to Section 4975 of the US
Internal Revenue Code of 1986, as amended (the "Code"), (b) plans,
individual retirement accounts and other arrangements that are
subject to provisions under applicable US federal, state, local or
other laws or regulations that are substantially similar to Section
406 of the ERISA or Section 4975 of the Code ("Similar Laws") and
(c) entities the underlying assets of which are considered to
include "plan assets" of such plans, accounts and arrangements) and
are not purchasing the Placing Shares on behalf of, or with the
"plan assets" of, any Plan;
37. if such Placee is not purchasing the Placing Shares in the
United States, agrees, represents and warrants as follows:
37.1 it is, at the time of the offer and acceptance of the
Placing Shares, outside the United States for the purposes of
Regulation S;
37.2 it is not a US Person and is not acquiring the Placing
Shares for the account or benefit of a US Person;
37.3 it will not offer or sell the Placing Shares in the United
States or to US Persons absent registration or an exemption from
registration under the Securities Act;
37.4 it is aware that the Placing Shares are being offered
outside the United States in reliance on Regulation S;
37.5 it did not purchase or otherwise acquire the Placing Shares
based on or due to directed selling efforts (as defined in Rule 902
under the Securities Act), including based on an advertisement in a
publication with a general circulation in the United States, nor
has it seen or been aware of any activity that, to its knowledge,
constitutes directed selling efforts in the United States;
38. if such Placee is purchasing the Placing Shares in the
United States, agrees, represents and warrants as follows:
38.1 it is a Qualified Institutional Buyer (or, in the case of
any US selling agents only, an accredited investor, as defined in
Rule 501 of Regulation D under the Securities Act) and (i) if it is
acquiring the Placing Shares as a fiduciary or agent for the
account of one or more other persons, it has full investment
discretion with respect to each such account and has full power and
authority to make the confirmations, acknowledgements, warranties
and undertakings herein on behalf of each such account; and (ii) it
is purchasing the Placing Shares for its own account or for the
account of a Qualified Institutional Buyer for which it has full
investment discretion, in each case for investment only, and not
with a view to or for sale or other transfer in connection with any
distribution (within the meaning of the United States securities
laws) of the Placing Shares;
38.2 it agrees that the Company may require a certification from
it in support of any transfer, in form and substance satisfactory
to the Company, and agrees that the Company, the registrar, CREST
or any transfer agent may reasonably require additional evidence or
documentation supporting compliance with applicable securities
laws, and prior to any sale or transfer, the Company may require
the delivery of such certifications, notifications, agreements and
warranties and legal opinions of duly qualified counsel as it may
reasonably require to confirm that the proposed sale or other
transfer complies with the foregoing restrictions;
38.3 it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein
at any time as to such person's status under the US securities
laws, and to require any such person that has not satisfied the
Company that such person is holding appropriately under the US
securities laws to transfer such Placing Shares or interests
therein immediately to the Company;
38.4 it understands and acknowledges that neither Mirabaud,
Strand Hanson, any US selling agents, the Company nor any of their
respective affiliates, makes any representation as to the
availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
38.5 it agrees that the Placing Shares are not being registered
under the Securities Act or U.S. state securities law and are being
offered pursuant to an exemption therefrom arising under Rule 144A
(or, in the case of any US selling agents only, Section 4(a)(2) of
the Securities Act) and that the Placing Shares are "restricted
securities" for US securities law purposes which may not be
deposited into any unrestricted depositary facility established or
maintained by a depositary bank. As such, it agrees not to offer or
sell the Placing Shares to any person other than in compliance with
the following restrictions which apply to all its Placing Shares
and which shall be affixed in the form of a legend to any
certificates of Placing Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS
PREDECESSOR) HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE
TRANSFERRED, EXCEPT (A) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT (AND IS NOT ACTING IN A PREARRANGED TRANSACTION
RESULTING IN THE RESALE OF THESE SECURITIES INTO THE UNITED
STATES); (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT; (C) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (D)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, SUBJECT, IN THE CASES OF CLAUSES (A), (B) AND (C),
TO THE RIGHT OF THE ISSUER TO OBTAIN, IF THE ISSUER SO REQUESTS, AN
OPINION, IN FORM AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO THE
ISSUER AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE, WHICH
PROVIDES THAT SUCH OFFER, SALE, PLEDGE, HEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.
EXCEPT AS OTHERWISE DETERMINED BY THE ISSUER, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) MAY NOT BE
DEMATERIALISED INTO CREST OR ANY OTHER PAPERLESS SYSTEM UNLESS THE
PARTY REQUESTING SUCH DEMATERIALISATION FIRST OBTAINS A LETTER FROM
THE TRANSFEREE STATING THAT SUCH TRANSFEREE IS NOT A US PERSON (AND
IS NOT ACTING IN A PREARRANGED TRANSACTION RESULTING IN THE RESALE
OF THESE SECURITIES INTO THE UNITED STATES) OR MAKES SUCH OTHER
REPRESENTATIONS REQUESTED BY THE ISSUER."
The Placee agrees, on its own behalf and on behalf of any
accounts for which the Placee is acting, that, if the Placee should
offer, resell, pledge or otherwise transfer any Placing Shares it
will do so only (i) in an offshore transaction meeting the
requirements of Rule 903 or 904 of Regulation S under the
Securities Act (and not in a prearranged transaction resulting in
the resale of such Placing Shares into the US), (ii) in a
transaction meeting the requirements of Rule 144 under the
Securities Act, (iii) in accordance with another exemption from the
registration requirements of the Securities Act, or (iv) pursuant
to an effective registration statement under the Securities Act,
provided that the Placee notify the Company of such proposed
transaction and that the Placee intends to make such sale in
accordance with the terms of this paragraph, and that such offer,
resale, pledge or transfer must, and will, be made in accordance
with any applicable securities laws of any US state or other
jurisdiction of the United States. The Placee understands and
acknowledges that any offer, resale, pledge or transfer made other
than in compliance with the restrictions contained in this
paragraph may not be recognised by the Company;
38.6 the Placing Shares shall only be eligible for settlement
through CREST if approved by the Company, and, if requested by the
Company, the purchaser provides a signed letter addressed to the
Company, containing certain representations regarding compliance
with US securities laws;
38.7 it has not purchased the Placing Shares as a result of
"general solicitation" or "general advertising" (within the meaning
of Rule 502(c) under the Securities Act), including advertisements,
articles, research reports, notices or other communications
published in any newspaper, magazine, on a website or in or on any
similar media, or broadcast over radio or television, or any
seminar or meeting whose attendees have been invited by general
solicitation or general advertising;
38.8 it will inform each purchaser who purchases the Placing
Shares from it of the transfer restrictions stated herein and that
if in the future such purchaser of the Placing Shares decides to
offer, resell, pledge, or otherwise transfer such Placing Shares,
any offer, resale or transfer must be made in compliance with the
Securities Act;
38.9 if it is a limited liability company, partnership,
corporation or trust, it has been duly formed, is validly existing,
has full power and authority to make this investment, and has not
been formed for the specific purpose of investing in the Placing
Shares. Its execution, delivery and compliance with these terms and
conditions does not conflict with, or constitute a default under,
any of its governing instruments, any applicable law, regulation or
order, or any contract to which it is a party or are otherwise
bound. These terms and conditions and all other documents executed
in connection with this purchase of Placing Shares are valid and
binding obligations, enforceable against it in accordance with
their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors' rights and subject
to general principles of equity that restrict the availability of
specific performance, injunctive relief or any other equitable
remedies; provided that the indemnification provisions contained in
terms and conditions may be limited by applicable US federal or
state securities laws; and
38.10 neither it, any of its direct beneficial owners, nor any
other person for whose account it is acquiring the Placing Shares,
appear on the Specially Designated Nationals and Blocked Persons
List of U.S. Treasury Department's Office of Foreign Assets Control
("OFAC"). It further represents that the monies used to fund the
investment in the Placing Shares are not, to its knowledge, derived
from, invested for the benefit of, or related in any way to,
governments of, or persons within, any country (a) under the U.S.
Embargo enforced by OFAC, (b) that has been designated as a
"non-cooperative country or territory" by the Financial Action Task
Force on Money Laundering, or (c) that has been designated by the
U.S. Secretary of the Treasury as a "primary money laundering
concern." It further represents that it does not know or have any
reason to suspect that (y) the monies used to fund the investment
in the Placing Shares have been derived from or related to any
illegal activities, including, but not limited to, money laundering
activities, and (z) the proceeds of the investments in the Placing
Shares will be used to finance any illegal activities.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Mirabaud, or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Mirabaud, any money held in an account with Mirabaud
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Mirabaud's money in accordance with the
client money rules and will be used by Mirabaud in the course of
its own business; and the Placee will rank only as a general
creditor of Mirabaud.
All times and dates in this Announcement may be subject to
amendment. Mirabaud shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Appendix II
Definitions
The following definitions apply throughout this announcement,
unless otherwise stated or the context requires otherwise:
"Admission" admission of the First Placing Shares (First
Admission) or the Second Placing Shares (Second Admission), as the
case may be, to trading on AIM and such admission becoming
effective in accordance with Rule 6 of the AIM Rules for
Companies;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules for Companies" the London Stock Exchange's rules and
guidance notes contained in its "AIM Rules for Companies"
publication relating to companies whose securities are traded on
AIM, as amended from time to time;
"Announcement" means this announcement (including the appendices
to this announcement);
"Articles" the articles of association of the Company in force
on the date hereof;
"Board" or "Directors" the directors of the Company, or any duly
authorised committee thereof;
"Circular" the Shareholder circular to be published in
connection with the General Meeting;
"Company" BNN Technology PLC;
"CREST" the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear which facilitates the
transfer of title to shares in uncertificated form;
"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;
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated in England & Wales with registered number
02878738, being the operator of CREST;
"General Meeting" or "GM" the general meeting of the Company to
be held on 11 May 2017;
"Firm Placing" the placing of the First Placing Shares by
Mirabaud at the Placing Price pursuant to the Placing
Agreement;
"First Placing Shares" the new Ordinary Shares to be issued
pursuant to the Firm Placing or as the first tranche of the
Placing;
"Form of Proxy" the form of proxy for use at the General
Meeting;
"FCA" the Financial Conduct Authority in its capacity as the
competent authority for the purposes of Part VI of FSMA;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"Group" the Company together with its subsidiaries from time to
time;
"London Stock Exchange" London Stock Exchange plc;
"Mirabaud" Mirabaud Securities LLP of 10 Bressenden Place,
London SW1E 5DH;
"Ordinary Shares" the ordinary shares of GBP0.10 par value each
in the share capital of the Company;
"Placing" the placing of the Placing Shares at the Placing Price
by Mirabaud as agent for and on behalf of the Company pursuant to
the terms of the Placing Agreement;
"Placing Agreement" the conditional agreement dated 13 April
2017 between (1) the Company, (2) Strand Hanson and (3) Mirabaud
relating to the Placing, further details of which are set out in
this Announcement;
"Placing Price" "the price at which the Placing Shares are to be
placed as will be agreed between the Company and Mirabaud;
"Placing Shares" the First Placing Shares and the Second Placing
Shares to be issued by the Company and subscribed for pursuant to
the Placing;
"Regulation D" Regulation D as promulgated under the Securities
Act;
"Regulation S" Regulation S as promulgated under the Securities
Act;
"Resolutions" the resolutions in the notice of the General
Meeting contained within the Circular;
"Second Placing Shares" the new Ordinary Shares to be issued as
the second tranche of the Placing;
"Securities Act" the United States Securities Act of 1933, as
amended;
"Shareholders" holders of Ordinary Shares, from time to
time;
"Strand Hanson" Strand Hanson Limited of 26 Mount Row, London
W1K 3EQ;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" or "in uncertificated form" recorded on the
relevant register of the share or 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;
"US" the United States of America, its territories and
possessions, any state of the United States of America and the
district of Columbia and all other areas subject to its
jurisdiction;
"US Person" bears the meaning ascribed to such term by
Regulation S;
"US$" means the lawful currency of the US from time to time;
and
"GBP" pounds sterling, the lawful currency of the UK from time
to time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUOVVRBBASARR
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