TIDMBRSD
RNS Number : 3498G
Brandshield Systems PLC
14 November 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION .
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
14 November 2022
BrandShield Systems plc
("BrandShield," the "Company," or the "Group")
Fundraise of GBP1.75 million
BrandShield Systems plc (AIM: BRSD), a leading provider of
cybersecurity solutions for brand oriented digital risk protection,
announces its intention to undertake an equity fundraise (the
"Fundraise") consisting of a conditional placing ("Placing") and
subscription ("Subscription") of new ordinary shares of GBP0.01
each (the "New Ordinary Shares") at a price of 6 pence per New
Ordinary Share (the "Placing Price") to raise gross proceeds of
GBP1.75 million (approximately $2 million) from the Placing and
Subscription.
Fundraise Rationale and Use of Proceeds
Following this investment, BrandShield will be in a position to
maintain growth in ARR and to further capitalise on a significant
market opportunity taking the company through to profitability on
current projections.
Brandshield has built a best-in-class, highly scalable platform
offering a comprehensive solution that detects a myriad online
threats. The business has seen strong cross sector demand including
financial, Pharma & healthcare , Consumer products and Media
& entertainment
The Company has achieved significant operational and financial
progress this year:
-- Strong financial momentum, ARR reached $7.6m in Q3 2022 (up
c. 250% since the listing in December 2020, and up 46.5 % in 2022
YTD)
-- Deployments with 172 customers, up from 129 in 2021 & 75 in 2020
Net proceeds from the Fundraise taken together with the
Company's current cash balances (which amount to c$1.16m at 31
October 2022) will be used to for working capital to support the
Company's planned continued growth in ARR.
With an enlarged sales team now in place, based on Company
projections, continuation of growth in ARR at a similar rate to
2022 YTD should result in positive cash flow in Q1 2024.
The Placing will be conducted by way of an accelerated bookbuild
which will be launched immediately following the release of this
announcement.
Yoav Keren, Chief Executive Officer of BrandShield,
commented:
"This additional round of investment will enable us to maintain
our growth to further increase our market share. Our products are
now deployed across multiple sectors globally, protecting a diverse
customer base from multinational household names to small, high
growth companies.
"The market for our services continues to be incredibly buoyant,
and I firmly believe that BrandShield is ideally placed to further
capitalise on this demand."
Details of the Placing
The Placing will be conducted by way of an accelerated book
building process (the "Bookbuild") which will be launched with
immediate effect following this Announcement in accordance with the
terms and conditions set out in Appendix I. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will close no later than 6.00 p.m. GMT today, Monday 14
November 2022. Details of the number of Placing Shares, the Placing
Price and the approximate gross proceeds of the Placing will be
announced as soon as practicable after the closing of the
Bookbuild. The Placing is not underwritten.
Shore Capital Stockbrokers Limited ("Shore Capital") is acting
as sole bookrunner in respect of the Placing.
To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Shore
Capital.
Details of the Subscription
The Company expect that certain investors may subscribe in the
Fundraising direct with the Company. The principal terms of the
Subscription will be similar to those in the Placing.
Admission of New Ordinary Shares
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market of the London Stock Exchange
plc ("Admission"). It is expected that Admission will take place at
or around 8.00 a.m. (London time) on 22 November 2022 (or such
later date as may be agreed between the Company and Shore Capital).
The Placing is conditional upon, inter alia, Admission becoming
effective and the placing agreement between the Company and Shore
Capital ("Placing Agreement") not having been terminated. The New
Ordinary Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the Company's existing
issued ordinary shares of 1 penny each ("Ordinary Shares").
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
Further details of the Placing are set out in Appendix I,
below.
Enquiries:
BrandShield Systems plc +44 (0)20
Yoav Keren, CEO 3143 8300
Spark Advisory Partners Limited (Nominated
Adviser) +44 (0)20
Neil Baldwin / Andrew Emmott / James Keeshan 3368 3554
Shore Capital (Broker)
Toby Gibbs / James Thomas / Rachel Goldstein
(Corporate Advisory) +44 (0)20
Henry Willcocks (Corporate Broking) 7408 4090
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Kendall Hill +44 (0)20
brandshield@vigoconsulting.com 7390 0237
About BrandShield
Brandshield is a provider of cybersecurity solutions from brand
protection to online threat hunting. BrandShield detects online
threats and takes them down. The Company's client base is a growing
list of organisations including Fortune 500 and FTSE100 companies.
By utilising AI and big-data analysis, BrandShield monitors,
detects, and removes online threats facing companies. These threats
include social phishing, executive impersonation, fraud, brand
abuse, and counterfeits.
IMPORTANT NOTICES
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded 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 Company 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 announcement. 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 for Companies ("AIM Rules").
US SECURITIES LAW
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, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
APPIX I
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR THE UNITED
KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE
BOOKRUNNER, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND
INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE)
(THE "PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE
LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUSREGULATION"); AND (B) IN THE
UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");
(II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE
APPICES) COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION AND
SHOULD NOT BE FORWARDED, MAILED OR TRANSMITTED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES OF AMERICA.
MEMBERS OF THE GENERAL PUBLIC IN ISRAEL ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES
TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED TO PERSONS
IN ISRAEL WHO ARE LISTED IN THE FIRST SCHEDULE OF THE ISRAELI
SECURITIES LAW - 1968 ("RELEVANT ISRAELI PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT SUCH RELEVANT ISRAELI
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE IN ISRAEL ONLY TO AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT ISRAELI PERSONS.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE
CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT
ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN
INDEPENT PROFESSIONAL ADVICE. THIS IS NOT AN OFFER TO THE PUBLIC
AND THE PLACING DOCUMENTS (AS DEFINED BELOW) WILL NOT BE REGISTERED
AS A PROSPECTUS UNDER THE COMPANIES (WINDING UP AND MISCELLANEOUS
PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) OR ANY
OTHER APPLICABLE ORDINANCE IN HONG KONG.
THIS ANNOUNCEMENT MUST NOT, THEREFORE, BE DISTRIBUTED, ISSUED,
CIRCULATED OR POSSESSED FOR THE PURPOSE OF DISTRIBUTION OR ISSUE OR
CIRCULATION, TO PERSONS IN HONG KONG OTHER THAN (1) TO PROFESSIONAL
INVESTORS WITHIN THE MEANING OF THE SECURITIES AND FUTURES
ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (INCLUDING
PROFESSIONAL INVESTORS FALLING WITHIN THE SECURITIES AND FUTURES
(PROFESSIONAL INVESTORS) RULES (CAP. 571D OF THE LAWS OF HONG
KONG)) OR (2) IN CIRCUMSTANCES WHICH WOULD NOT CONSTITUTE AN OFFER
TO THE PUBLIC FOR THE PURPOSE OF THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG
KONG) OR THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS
OF HONG KONG).
NO ACTION HAS BEEN TAKEN BY THE BOOKRUNNER, THE COMPANY NOR ANY
OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE
PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OR
ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS
RECEIVING THIS DOCUMENT ARE REQUIRED TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.
IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS
ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENT PROFESSIONAL ADVICE. EACH
PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY)
MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any state, province or
territory of Canada or Australia; no prospectus has been lodged
with or registered by the Japanese Ministry of Finance, the South
African Reserve Bank or the Australian Securities and Investments
Commission; 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 Canada, Australia, 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 Canada, Australia, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II") and (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, all as incorporated into the law of England
and Wales as appropriate; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) retail investors,
(b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in MiFID II); and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer. In all circumstances the Bookrunner will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the
Bookrunner and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Bookrunner confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Shore Capital Stockbrokers Limited ("SCS" or "Shore Capital") (the
Company's bookrunner in connection with the Placing) under which
the Bookrunner has, on the terms and subject to the conditions set
out therein, undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares. It is expected that the Placing
(together with the Subscription) will raise GBP1.75 million in
gross proceeds. The Placing is not being underwritten by the
Bookrunner or any other person.
The Placing Shares will be issued on or around 22 November 2022.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after
the date of issue of the Placing Shares.
The proceeds raised through the Placing are intended to be used
for the purposes disclosed in this announcement. No shareholder
approval is required to effect the Placing.
The Placing Shares will trade on AIM under BRSD with ISIN:
GB00BM97CN29.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 22
November 2022 ("Admission"). In any event, the latest date for
Admission is 22 December 2022 (the "Long Stop Date").
Placing
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.
Participation in, and principal terms of, the Placing are as
follows:
1. The Bookrunner are arranging the Placing as agents for, and
brokers to, the Company.
2. The Placing Price and the number of Placing Shares to be
issued will be determined by the Company (in consultation with the
Bookrunner) following completion of a bookbuilding exercise by the
Bookrunner (the "Bookbuild"). The results of the Bookbuild will be
released through a Regulatory Information Service following the
completion of the Bookbuild. The Bookrunner shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion determine, following
consultation with the Company.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Shore
Capital. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Placing
Price which is ultimately established by the Company or at prices
up to a price limit specified in its bid. Bids may be scaled down
by the Bookrunner on the basis referred to in paragraph 7
below.
4. The Bookbuild is expected to close no later than 6.00 p.m. on
14 November 2022 but may be closed earlier or later at the
discretion of the Bookrunner. The Bookrunner may, in agreement with
the Company, accept bids received after the Bookbuild has
closed.
5. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Bookrunner. The Bookrunner are entitled (but under no
obligation) to participate in the Placing as principal.
6. Following the close of the Bookbuild for the Placing, each
Placee's allocation will be confirmed to Placees orally, or in
writing (which can include email), by the Bookrunner and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. The Bookrunner's oral or written confirmation
will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of the
Bookrunner and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with the Bookrunner's
consent, such commitment will not be capable of variation or
revocation.
7. Each Placee's allocation will, unless otherwise agreed
between the Placee and the Bookrunner, be evidenced by a trade
confirmation or contract note issued to each such Placee by the
Bookrunner. The terms and conditions of this Announcement
(including this Appendix) will be deemed to be incorporated in that
trade confirmation, contract note or such other confirmation and
will be legally binding on the Placee on behalf of which it is made
and, except with the Bookrunner's consent, will not be capable of
variation or revocation from the time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner (as agent for the
Company), to pay to the Bookrunner (or as the Bookrunner may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
9. The allocation of the Placing Shares to Placees located in
the United States of America (if any) shall be conditional on the
execution by each such Placee of an investor representation letter
(each an "Investor Representation Letter") in the form provided to
it.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations of the Bookrunner under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. 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.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither of the Bookrunner
nor any of their Affiliates shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Bookrunner and their Affiliates shall have
no liability to the Placees for the failure of the Company to
fulfil those obligations. In particular, neither of the Bookrunner
nor any of their Affiliates shall have any liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Bookrunner' conduct of the Placing or of such alternative
method of effecting the Placing as the Bookrunner and the Company
may determine.
Conditions of the Placing
The Bookrunner' obligations under the Placing Agreement in
respect of, amongst other things, the Placing are conditional on,
inter alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 5.00 p.m. on 14 November 2022;
2. application having been made by or on behalf of the Company
for Admission to the London Stock Exchange not later than 7.00 a.m.
on 17 November 2022;
3. the publication of an announcement communicating the results
of the Placing not later than 12 noon on the first Business Day
following the date of this Announcement (or such other time and/or
date as agreed by the Company and the Bookrunner);
4. the delivery by the Company to the Bookrunner of certain
documents required under the Placing Agreement;
5. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
6. the delivery by the Company to the Bookrunner on the Business
Day immediately before Admission of a warranty certificate signed
on behalf of the Company;
7. none of the warranties given in the Placing Agreement being
untrue, inaccurate or misleading at any time between the date of
the Placing Agreement and Admission, and no matter having arisen
prior to Admission which might reasonably render any of the
warranties untrue or inaccurate or misleading in any respect if it
was repeated as at Admission;
8. the Placing Shares having been allotted, subject only to
Admission, to the Placees credited as fully paid;
9. the Company and/or the Bookrunner not having become aware
of:
9.1 any new material factor, mistake or inaccuracy in relation
to the information contained in this Announcement having arisen
such that the Company is or may be required to issue a notification
pursuant to Rule 11 of the AIM Rules or is otherwise required to
make the statements in this Announcement not misleading in any
material respect;
9.2 any matter which is or is reasonably likely to be material
in the context of any assumption or other matter relevant to any
forecast or statement about the prospects of the Company in this
Announcement; or
9.3 any matter which indicates that a significant change or new
matter in respect of the Company has or might have occurred before
Admission;
10. the Placing Agreement not having been terminated by any of
the Bookrunner; and
11. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules not later than
8.00 a.m. on 22 November 2022 or such later date as may be agreed
in writing between the Company and Shore Capital, but in any event
not later than 8.00 a.m. on the Long Stop Date.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Shore Capital by the respective time
or date where specified (or such later time or date as Shore
Capital may notify to the Company); (ii) any of such conditions
becomes incapable of being fulfilled; or (iii) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Shore Capital may, at their discretion and upon such terms as
they think fit, waive, or extend the period for, 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
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
None of Shore Capital, the Company nor any of their respective
Affiliates 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 Shore
Capital.
Right to terminate the Placing Agreement
Each of the Bookrunner is entitled to cease to participate in
the Placing by giving notice to the Company in certain
circumstances, including, inter alia, if before Admission:
12. it shall have come to the notice of the Company or the
Bookrunner that:
12.1 any statement contained in the Issue Documents (as defined
in the Placing Agreement) is or has become untrue, incorrect or
misleading, or there shall have occurred any significant new factor
causing any of the foregoing to be untrue, incorrect or
misleading;
12.2 the Company has failed to comply with its obligations under
FSMA, MAR, the Companies Act 2006, the AIM Rules or the Prospectus
Regulation Rules;
12.3 there has been a breach of any of the Warranties or other
obligations of the Company under the Placing Agreement;
12.4 there has been an event or matter on or after the date of
the Placing Agreement and before Admission which if it had occurred
or arisen at an earlier date would have rendered any of the
Warranties untrue or incorrect,
and, such event would, in the opinion of the Bookrunner, have a
materially adverse effect on the Placing;
13. any event or omission has occurred which in the opinion of
the Bookrunner is or might reasonably be expected to be materially
adverse to the financial position or business or prospects of the
Company or the Placing;
14. any change in national or international, financial,
monetary, economic, political or stock market conditions (including
any suspension or material limitation in the trading of securities
generally on the London Stock Exchange's market for listed
securities or in commercial banking, securities settlement or
clearance services in the United Kingdom) has occurred which in the
opinion of the Bookrunner is or might reasonably be expected to be
materially adverse to the Company or to the Placing;
15. any incident of terrorism has occurred which in the opinion
of the Bookrunner is or might reasonably be expected to be
materially adverse to the Company or the Placing or the outbreak of
hostilities involving the United Kingdom or the declaration by the
United Kingdom of a national emergency or war; or
16. a material escalation in the United Kingdom's response to
the COVID-19 pandemic or any other epidemic and/or pandemic which,
in the reasonable opinion of the Bookrunner, makes it impractical
or inadvisable to continue with the Placing.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner and that the
Bookrunner need not make any reference to Placees in this regard
and that neither the Bookrunner nor any of their Affiliates shall
have any liability to Placees whatsoever in connection with any
such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or 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 this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information"). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange Information
and/or Publicly Available Information), representation, warranty or
statement made by or on behalf of the Company or the Bookrunner or
any other person and none of the Bookrunner, 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 and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Bookrunner, the Company or their
respective officers, directors, employees or agents. 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. Neither the Company nor
any of the Bookrunner are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within the system administered by Euroclear UK & Ireland
Limited ("CREST"). Each Placee will be deemed to agree that it will
do all things necessary to ensure that delivery and payment is
completed as directed by the relevant Placing Party in accordance
with the standing CREST settlement instructions which they have in
place with such Placing Party.
Settlement of transactions in the Placing Shares following
Admission will take place within CREST provided that, subject to
certain exceptions, the Placing Parties reserve the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
22 November 2022 unless otherwise notified by the Placing Parties
and Admission is expected to occur by 22 November 2022 or such
later time as may be agreed between the Company and Shore Capital,
not being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic confirmation in accordance with the standing
arrangements in place with the Bookrunner stating the number of
Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the Bookrunner or its
sub-agent and settlement instructions. Each Placee will be deemed
to agree 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 the Bookrunner. It is expected that such contract note or
electronic confirmation will be despatched on or around 15 November
2022 and that this will be the trade date.
The Company will deliver the Placing Shares to a CREST account
operated by the Bookrunner (as appropriate) or their respective
sub-agent, in each case, as agent for and on behalf of the Company
and 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
be on 22 November 2022 on a T+5 basis in accordance with the
instructions set out in the contract note.
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 the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner 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 Bookrunner' account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify the Bookrunner on demand
for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on the Bookrunner such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which either of the Bookrunner lawfully takes
in pursuance of such sale. Legal and/or beneficial title in and to
any Placing Shares shall not pass to the relevant Placee until it
has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
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
or securities transfer tax. Neither of the Bookrunner nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Bookrunner (in their
capacity as placing agents of the Company) and the Company:
17. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements, undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
18. that the shares in the capital of the Company are admitted
to trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
published 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;
19. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
20. that the exercise by the Bookrunner of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Bookrunner and the Bookrunner need not have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Bookrunner or the Company, or any of their respective officers,
directors or employees, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
21. that these terms and conditions represent the whole and only
agreement between it, the Bookrunner and the Company in relation to
its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that none of the Company, the Bookrunner
nor any of their respective officers, directors or employees will
have any liability for any such other information, representation
or warranty, express or implied;
22. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation, (i) the Placing Shares to be 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 any member state of the EEA which has
implemented the Prospectus Regulation or in the United Kingdom
other than Qualified Investors or in circumstances in which the
prior consent of the Bookrunner and the Company has been given to
the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA
or the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
23. that neither it nor, as the case may be, its clients expect
the Bookrunner to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Bookrunner are not acting for it or its clients, and
that the Bookrunner will not be responsible for providing the
protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described
herein;
24. that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in
the Placing and none of the Bookrunner nor 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, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Bookrunner, the Company or
any of their respective Affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them to provide
it with any such information;
25. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
26. that none of the Bookrunner nor the Company nor any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the
Publicly Available Information;
27. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
28. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares into the United States of America;
29. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is, and at the time it
subscribes for the Placing Shares will be either (a) outside the
United States of America and acquiring the Placing Shares in an
"offshore transaction" as defined in and pursuant to Regulation S;
or (b) if in the United States of America, a qualified
institutional buyer within the meaning of Rule 144A under the
Securities Act and will have duly executed an investor letter in a
form provided to it;
30. that, in relation to any Placee located in Hong Kong, it is
a professional investor as defined under the Securities and Futures
Ordinance (Cap. 571);
31. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic South Africa or Japan;
32. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
33. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States of America;
34. 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 the Bookrunner may in their discretion
determine and without liability to such Placee;
35. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Bookrunner or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
36. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
37. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Bookrunner;
38. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
39. that, unless otherwise agreed by the Bookrunner, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
40. that, unless otherwise agreed by the Bookrunner, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
41. 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;
42. that any money held in an account with the Bookrunner (or
its nominees) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from the Bookrunner's (or its nominee's) money in
accordance with such client money rules and will be used by the
Bookrunner in the course of its own business and each Placee will
rank only as a general creditor of the Bookrunner;
43. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
44. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
45. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
46. that it appoints irrevocably any director of the Bookrunner
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
47. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company, save as
previously disclosed to the Bookrunner;
48. that this Announcement does not constitute a securities
recommendation or financial product advice and that none of the
Bookrunner nor the Company has considered its particular
objectives, financial situation and needs;
49. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
50. that it will indemnify and hold the Company and the
Bookrunner and their respective Affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Bookrunner will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Bookrunner and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to both the Bookrunner and the
Company and will survive completion of the Placing and
Admission;
51. that time shall be of the essence as regards its obligations
pursuant to this Appendix;
52. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Bookrunner to provide any legal, financial, tax or
other advice to it;
53. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Bookrunner
shall notify it of such amendments;
54. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation (as it forms part of the law of England and Wales by
virtue of the European Union (Withdrawl) Act 2018), (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended),the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the
third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the
Bookrunner may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Bookrunner on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be subscribed
for and/or purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Bookrunner
may decide in its absolute discretion;
55. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
56. that, in relation to any Placees located in Australia, it is
a "wholesale investor" being a sophisticated or experienced
investor meeting the criteria in sections 708(8) or (10) of the
Corporations Act 2001 (the "Corporations Act") or a "professional
investor" (as defined in the Corporations Act) or does not
otherwise require disclosure pursuant to one or more exemptions
contained in section 708 of the Corporations Act so that it is
lawful to offer the Placing Shares without disclosure to investors
under Chapter 6D of the Corporations Act;
57. that it is not acquiring the Placing Shares for the purposes
of selling or transferring them, or granting, issuing or
transferring interests in, or options or warrants over, them,
within Australia within the period of 12 months after the date of
allotment except in circumstances where disclosure to investors
under Chapter 6D of the Corporations Act would not be required
pursuant to an exemption under section 708 of the Corporations Act
or otherwise or where the offer is pursuant to a disclosure
document which complies with Chapter 6D of the Corporations
Act;
58. that, in relation to any Placees located in Switzerland, it
is a professional investor as defined under FINSA;
59. that, in relation to any Placee located in Israel, it is a
person who is listed in the first schedule of the Israeli
Securities Law - 1968;
60. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
61. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 or the Bookrunner
in any jurisdiction in which the relevant Placee is incorporated or
in which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
62. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Bookrunner;
63. that neither the Bookrunner nor the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
64. that the Bookrunner or any of their respective Affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares;
65. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
66. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Bookrunner and their respective Affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Bookrunner (for their own benefit and, where
relevant, the benefit of any person acting on their behalf) and are
irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Bookrunner.
The agreement to settle a Placee's subscription and/or purchase
(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 a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor either of the Bookrunner will be
responsible, and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Bookrunner in the
event that any of the Company and/or either of the Bookrunner has
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify the Bookrunner accordingly.
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
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunner or by any of their respective Affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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 Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or the Bookrunner may hold personal data (as defined in
the GDPR) relating to past and present shareholders. Personal data
may be retained on record for a period exceeding six years after it
is no longer used. The Company and/or the Bookrunner will only
process such information for the purposes set out below
(collectively, the "Purposes"), being to: (a) process its personal
data to the extent and in such manner as is necessary for the
performance of their obligations under the contractual arrangements
between them, including as required by or in connection with its
holding of Ordinary Shares, including processing personal data in
connection with credit and money laundering checks on it; (b)
communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares; (c)
provide personal data to such third parties as the Company and/or
the Bookrunner may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares or as the GDPR may require; and (d) without limitation,
provide such personal data to their respective affiliates for
processing; and (e) process its personal data for the Company's
and/or the Bookrunner's internal administration.
By becoming registered as a holder of Placing Shares, each
Placee acknowledges and agrees that the processing by the Company
and/or the Bookrunner of any personal data relating to it in the
manner described above is undertaken for the purposes of: (a)
performance of the contractual arrangements between them; and (b)
to comply with applicable legal obligations. In providing the
Company and/or the Bookrunner with information, it hereby
represents and warrants to each of them that it has notified any
data subject of the processing of their personal data (including
the details set out above) by the Company and/or the Bookrunner and
their respective affiliates and group companies, in relation to the
holding of, and using, their personal data for the Purposes. Any
individual whose personal information is held or processed by a
data controller: (a) has the right to ask for a copy of their
personal information held; (b) to ask for any inaccuracies to be
corrected or for their personal information to be erased; (c)
object to the ways in which their information is used, and ask for
their information to stop being used or otherwise restricted; and
(d) ask for their personal information to be sent to them or to a
third party (as permitted by law). A data subject seeking to
enforce these rights should contact the relevant data controller.
Individuals also have the right to complain to the UK Information
Commissioner's Office about how their personal information has been
handled.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBUBDBUDBDGDS
(END) Dow Jones Newswires
November 14, 2022 11:40 ET (16:40 GMT)
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