TIDMCYAN
RNS Number : 8260Q
CyanConnode Holdings PLC
15 September 2017
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). Market soundings,
as defined in MAR, were taken in respect of the Fundraising, with
the result that certain persons became aware of inside information,
as permitted by MAR. That 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
inside information relating to the Company and its securities.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN CYANCONNODE HOLDINGS PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION.
CyanConnode Holdings plc
("CyanConnode", the "Company" or together with its subsidiaries
the "Group")
Proposed Placing and Subscription to raise up to GBP8.6
million
Proposed Share Consolidation
CyanConnode (AIM:CYAN.L), the world leader in narrowband radio
mesh networks, announces a proposed fundraising of up to
approximately GBP8.6 million, by way of a conditional Placing and
Subscription of up to 30,852,488 ordinary shares ("Fundraising
Shares"), at a price of 28 pence per share (the "Issue Price") with
both existing and new institutional investors. The Fundraising
Shares and Consolidated Shares will rank pari passu in all other
respects with the Company's Existing Ordinary Shares. Peter Hutton
and Paul Ratcliff, directors of the Company, intend to participate
in the Fundraising.
Key highlights
-- Proposed Fundraising to raise up to approximately GBP8.6
million through the issue of up to 30,852,488 Fundraising Shares to
existing and new institutional investors at 28 pence per
Consolidated Share
-- The Issue Price (as adjusted for the Share Consolidation)
represents a discount of 15.2 per cent. to the closing price on 14
September 2017, being the last trading date prior to announcement
of the proposed Fundraising
-- The Company has received advance assurance from HMRC that the
Fundraising Shares to be issued pursuant to the Placing and
Subscription will rank as 'eligible shares' for the purposes of EIS
and will be capable of being a 'qualifying holding' for the
purposes of investment by VCTs
-- The net proceeds of the Fundraising will be used to fund
future growth by investing in staff, research and development and
working capital to execute on the Company's order book, pipeline
and growth plan
-- Proposed Share Consolidation whereby Shareholders shall
exchange every 200 Existing Ordinary Shares of their holding for 1
Consolidated Share
-- The Fundraising and Share Consolidation are conditional,
inter alia, upon Shareholder approval at a general meeting of the
Company which is expected to be held at Merlin Place, Milton Road,
Cambridge, CB4 0DP at 11.00 a.m. on 2 October 2017 (the "General
Meeting")
Those Ordinary Shares issued pursuant to the Placing will be
offered by way of an accelerated bookbuild ("Bookbuild"), which
will be launched immediately following this announcement. finnCap
Ltd ("finnCap") will be acting as sole bookrunner in connection
with the Bookbuild. A further announcement will be made in due
course to confirm completion of the Bookbuild.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement (this announcement and the Appendix
together being, this "Announcement")). The Placing is not
underwritten.
Further information explaining why the Board considers the
Fundraising and Share Consolidation to be in the best interests of
the Company and its Shareholders as a whole and why the Directors
unanimously recommend that Shareholders vote in favour of the
resolutions to be proposed at the General Meeting is set out below
in this announcement.
Unless otherwise defined, all capitalised terms in this
announcement are defined in this announcement.
Enquiries:
CyanConnode Holdings plc Tel: +44 1223 225
060
John Cronin, Executive Chairman www.cyanconnode.com
finnCap Ltd (Nomad and Broker) Tel: +44 20 7220
0500
Adrian Hargrave / Giles Rolls
(Corporate Finance)
Alice Lane / Sultan Awan (Corporate
Broking)
Walbrook PR (Financial PR) Tel: +44 20 7933
8780
Paul Cornelius / Nick Rome cyanconnode@walbrookpr.com
About CyanConnode
CyanConnode is a world leader in narrowband RF mesh networks
that enable Omni Internet of Things (IoT) communications. Its
innovative solutions use sub GHz frequencies and are optimised for
exceptional performance. Ultimesh solutions provide end-to-end
quality of service and total cost of ownership and Panmesh delivers
standards-based IPv6 solutions, enabling rapid innovation for the
implementation of 3rd party applications. Through its global
partner eco-system, CyanConnode provides customers with the
flexibility and choice required to converge networks for
applications in smart cities and IoT, delivering increased customer
value.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication date of the Circular 15 September 2017
Latest time and date for 11.00 a.m. on 28 September
receipt of Forms of Proxy 2017
General Meeting 11.00 a.m. on 2 October
2017
Consolidation Record Date 6.00 p.m. on 2 October
2017
Admission and dealings in 8.00 a.m. on 3 October
Consolidated Shares and EIS/VCT 2017
Placing Shares and 5,482,142
of the Subscription Shares
expected to commence on AIM
(and CREST accounts credited)
Admission and dealings in 8.00 a.m. on 4 October
General Placing Shares and 2017
6,589,283 of the Subscription
Shares expected to commence
on AIM (and CREST accounts
credited)
Anticipated date of dispatch by 17 October 2017
for share certificates in
respect of Consolidated Shares,
EIS/VCT Placing Shares and
those Subscription Shares
qualifying for EIS/VCT
Anticipated date of dispatch by 18 October 2017
for share certificates in
respect of General Placing
Shares
Admission and dealings in 8.00 a.m. on 10 April
1,785,714 of the Subscription 2018
Shares expected to commence
on AIM (and CREST accounts
credited)
Each of the items and dates above is subject to change. Any such
change will be notified by an announcement on a Regulatory
Information Service.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AIM" the market of that name operated
by the London Stock Exchange;
"AIM Rules" together, the AIM Rules for Companies
and the AIM Rules for Nominated
Advisers;
"AMI" Advanced Metering Infrastructure;
"April Admission" admission of 1,785,714 of the
Subscription Shares to trading
on AIM becoming effective in accordance
with the AIM Rules;
"Board" or the directors of CyanConnode;
"Directors"
"Business Day" any day on which banks are usually
open in England and Wales for
the transaction of business, other
than a Saturday, Sunday or public
holiday;
"Circular" The circular to be published by
the Company on or around 15 September
2017;
"Company" or CyanConnode Holdings plc, a company
"CyanConnode" incorporated and registered in
England and Wales with company
number 04554942;
"Consolidated the ordinary shares of 2 pence
Shares" each in the capital of the Company
following the Share Consolidation;
"Consolidation 6:00 p.m. on 2 October 2017 (or
Record Date" such other time or date which
the Directors may determine);
"CREST" the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear UK & Ireland
Limited;
"EIS" Enterprise Investment Scheme under
the provisions of Part 5 of the
UK Income Tax Act 2007 (as amended);
"EIS/VCT Admission" admission of the EIS/VCT Placing
Shares and 5,482,142 of the Subscription
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules;
"EIS/VCT Placing" the conditional placing of the
EIS/VCT Placing Shares pursuant
to, amongst other things, the
terms and conditions set out in
the Placing Agreement;
"EIS/VCT Placing the 3,257,855 Placing Shares to
Shares" be issued by the Company pursuant
to the EIS/VCT Placing;
"Enlarged Share the Company's issued share capital
Capital" immediately after the completion
of the Placing, the Subscription
and the Share Consolidation;
"Existing Ordinary the existing ordinary shares of
Shares" 0.01 pence each in the capital
of the Company at the date of
this announcement;
"FCA" or "Financial the Financial Conduct Authority;
Conduct Authority"
"finnCap Ltd" finnCap Ltd, the nominated adviser
or "finnCap" and broker to CyanConnode for
the purposes of the AIM Rules;
"Fundraising" together, the Placing and Subscription;
"Fundraising the new Consolidated Shares to
Shares" be issued in connection with the
Placing and the Subscription (following
the Share Consolidation);
"General Admission" admission of the General Placing
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules;
"General Placing" the conditional placing of the
General Placing Shares pursuant
to, amongst other things, the
terms and conditions set out in
the Placing Agreement;
"General Placing the 13,737,494 Placing Shares
Shares" (not being issued under the EIS/VCT
Placing) to be issued by the Company
pursuant to the General Placing;
"GM" or "General the General Meeting of CyanConnode
Meeting" to be held at the Company's registered
office, Merlin Place, Milton Road,
Cambridge, CB4 0DP at 11.00 a.m.
on 2 October 2017;
"HMRC" Her Majesty's Revenue & Customs;
"Issue Price" 28 pence per Consolidated Share;
"London Stock London Stock Exchange plc;
Exchange"
"Nightingale" Nightingale Investments Co Limited,
a Subscriber;
"Ordinary Shares" either the Existing Ordinary Shares
prior to the passing of the Share
Consolidation Resolution or the
Consolidated Shares on and after
the passing of the Share Consolidation
Resolution;
"Placing Agreement" the conditional placing agreement
dated 14 September 2017 between
finnCap and the Company, highlights
of which are set out in the letter
from the Chairman;
"Placing" the proposed placing by finnCap,
as agents for the Company, of
the Placing Shares at the Issue
Price on the terms of the Placing
Agreement;
"Placing Shares" 16,995,349 Fundraising Shares
issued pursuant to the Placing;
"Registrars" Share Registrars Limited, The
Courtyard, 17 West Street, Farnham,
Surrey, GU9 7DR;
"Resolutions" the resolutions to be proposed
at the GM;
"Share Consolidation" the proposed consolidation of
the Existing Ordinary Shares resulting
in every 200 Existing Ordinary
Shares being consolidated into
1 Consolidated Share pursuant
to the Share Consolidation Resolution;
"Share Consolidation the resolution to approve the
Resolution" Share Consolidation;
"Shareholders" holders of Existing Ordinary Shares
in CyanConnode at the date of
this announcement;
"Share Option the CyanConnode Holdings plc Enterprise
Scheme" Management Incentive Scheme;
"Subscribers" investors investing in the Fundraising
under the Subscription;
"Subscription" the subscription for Subscription
Shares by the Subscribers at the
Issue Price pursuant to the Subscription
Agreements;
"Subscription the share subscription agreements
Agreements" between the Subscribers and the
Company;
"Subscription 13,857,139 Fundraising Shares
Shares" to be issued to the Subscribers
pursuant to the Subscription;
"UK" or "the the United Kingdom of Great Britain
United Kingdom" and Northern Ireland; and
"VCT" a company which is, or which
is seeking to become, approved
as a venture capital trust under
the provisions of Part 6 of the
Income Tax Act 2007.
1 Introduction
The Company is proposing to raise up to approximately GBP8.6
million (before the deduction of fees and expenses) through the
Fundraising comprising the issue of up to 16,995,349 Placing Shares
and up to 13,857,139 Subscription Shares at 28 pence per
Consolidated Share.
Each of the Placing and Subscription are conditional, inter
alia, on the passing of certain Resolutions at the General Meeting,
with General Admission becoming effective by no later than 8.00
a.m. on 4 October 2017 (or such other time and/or date, being no
later than 8.00 a.m. on 2 November 2017, as the Company and finnCap
may agree) and the Placing Agreement between the Company and
finnCap becoming unconditional and not being terminated prior to
General Admission (in accordance with its terms). It is expected
that the Consolidated Shares, EIS/VCT Placing Shares and 5,482,142
Subscription Shares will be admitted to trading on AIM on or around
8.00 a.m. on 3 October 2017 and that the General Placing Shares and
6,589,283 Subscription Shares will be admitted to trading on AIM on
or around 8.00 a.m. on 4 October 2017. In addition it is expected
that 1,785,714 Subscription Shares will be admitted to trading on
AIM on or around 8.00 a.m. on 10 April 2018.
The Board believes that raising equity finance by way of the
Fundraising is the most appropriate method of financing for the
Company at this time. This allows both existing and new
institutional investors to be targeted and to participate in the
Placing and to provide additional growth and development funding
for the Company. The Board believes that the potential value
creation for the benefit of Shareholders arising from the
Fundraising outweighs its dilutive effects as it strengthens the
Group's balance sheet and allows the Group to execute on its order
book, pipeline and growth strategy more effectively.
In the event that the Placing and Subscription do not complete,
the Fundraising will not proceed.
In addition, the Board is proposing to undertake a restructuring
of the Company's share capital to take effect prior to EIS/VCT
Admission. In order to consolidate the number of Existing Ordinary
Shares in issue, the Share Consolidation has been proposed, such
that each Shareholder will receive 1 Consolidated Share for every
200 Existing Ordinary Share held.
2 Background to and reasons for the Fundraising
Current trading
The order book (representing the value of purchase orders
received but not yet delivered) currently stands at GBP28 million
giving a high degree of comfort over 2018 revenues. Additionally,
the Company has GBP24 million of expected software license/support
revenue from the UK smart metering contract, which is expected to
start rolling out in significant volumes in 2018. The total current
sales pipeline of potential contracts to close within a window of
6-12 months stands at $358 million, of which $84 million are in
India and $274 million are in other developing and developed
markets across the world.
The Company has made significant inroads into executing on its
model since the start of the year, further growing its order book
and laying down the foundations for increased levels of deployment,
which will underpin significant revenue growth in the coming months
and years. CyanConnode has developed its software solutions and
expanded its geographical presence. This further highlights the
Company's ability to win contracts from both existing and new
clients and to further develop its ecosystem of partners.
CyanConnode has now established a model to benefit from increasing
gross margins as the products and services it provides evolves and
the Company is focused on delivery of its growing order book.
On 15 September 2017, the Company announced its interim results
for the six months ended 30 June 2017. At that time, cash held by
the company was GBP3 million and, as such, the Directors believe
that the Fundraising will enable the Company to execute on its
order book and pipeline.
India
Since the beginning of the year, the size of the pipeline in
India has increased significantly with several tenders now active
for public utility projects each representing hundreds of thousands
of meters. Furthermore, the Government of India has started the
process of empanelling solution providers for the rollout of
millions of meters. CyanConnode has established a leadership
position in the Indian market. The Company is very well positioned
to win the communications solutions element of these large tenders
as India progresses towards the Government's target of 35 million
smart meters deployed by 2019.
In July, the Company was awarded a GBP0.9 million purchase order
from India. Significantly this order was from Genus Power
Infrastructures Ltd, a Tier 1 meter provider with the largest
installed base in India and supplier to multiple utilities.
Furthermore, this was the first volume order from India for
CyanConnode's IPv6 solution, reflecting one of the key benefits of
the Connode acquisition last year. Not only has the acquisition of
the standards-based software opened up a range of new potential
territories but it has also improved the Group's ability to win new
contracts within existing territories. CyanConnode will supply its
standards-based hardware, services and Head End Software licenses
to Genus. The software will be charged on a per meter per year
basis with an annual maintenance contract, delivering a recurring
revenue stream over the initial four-year contract term.
In September 2017, Anil Daulani was appointed as Managing
Director India, with responsibility for managing the India
operation including sales, customer delivery, technical pre-sales
and support. Anil joined CyanConnode from Tech Mahindra, where he
held the position of Global Head & Vice President Utilities for
the last five years. Prior to joining Tech Mahindra, Anil led the
Indian utilities business initiatives for HCL Infosystems for seven
years. Anil is a highly experienced executive with knowledge of
both the energy sector and IT solutions and has established
strategic relationships with CEO/CXO officers at both public and
private utilities, and has been instrumental in closing over $300
million in utilities business during the last 10 years of his
tenure.
Rest of World
During the first six months of 2017, the Company received orders
to the value of $19 million from an eastern European meter
manufacturer partner for a utility customer in Bangladesh. The
initial order, worth GBP4.2m, was won in February 2017 and was the
Company's first order for a utility customer in the region. The
purchase order was for the supply of CyanConnode's AMI solution for
a 150,000 unit smart metering deployment with CyanConnode's
hardware being shipped to the partner's production facility over
the next 12-18 months for integration with its smart meters, before
then being shipped as a complete solution to the utility customer
site in Bangladesh.
This contract was then extended in June 2017 and August 2017
with the customer increasing the number of units to 550,000 to meet
increased requirements - increasing the total value of the order to
GBP14.7 million. CyanConnode will provide its Head End Server
Software, which will be hosted by the energy management systems
customer, with annual software license income being recognized over
a ten year contractual period following successful smart meter
implementation. The recurring revenue software licenses and annual
maintenance contract, which represent 50% of the total purchase
order value, will be paid annually in advance and charged on a per
meter per year basis.
In the Queen's speech to the UK Parliament in June, the
Government's commitment to rollout smart metering was re-affirmed
including a Government statement that "smart meters are a vital
upgrade to energy infrastructure bringing our energy infrastructure
into the twenty first century". The communications infrastructure
required for the rollout of smart metering is now operational.
CyanConnode has been notified that Toshiba has delivered the first
narrowband RF mesh hubs to Telefonica and the current expectation
is that smart meters will be deployed in 2H 2017 in modest volumes,
but with a significant volume ramp up from Q1 2018 onwards.
The Company has a strong and growing order book and the nature
of its model, focusing on hardware installations followed by the
commencement of long-term software license payments, provides high
levels of visibility while also enabling further margin
improvements. These key fundamentals underpin the Board's
significant confidence in the Company's ability to deliver on
continued growth while there is significant scope for scalability
within all the markets they are operating in - with over 100
million potential customers across Iran, Bangladesh and the UK,
where customer contracts are already in place, in addition to the
huge growth opportunity in India.
Use of Proceeds
The net proceeds of the Fundraising will be used:
-- to fund staffing costs to continue the delivery of customer
projects won in the Company's markets, as well as to secure new
orders and maintain CyanConnode's leadership position in key
markets;
-- to continue with development and delivery of solutions that
are being specifically requested by customers;
-- to further develop CyanConnode's narrowband mesh network
solutions to retain a competitive advantage;
-- to further invest in business development initiatives to
capitalise on opportunities in the Company's existing emerging
markets and to secure orders in additional markets; and
-- for ongoing growth and development
3 Details of the Placing and Subscription
The Company proposes to raise, in aggregate, up to approximately
GBP8.6 million (by way of a placing of up to 16,995,349 Placing
Shares and subscriptions for up to 13,857,139 Subscription Shares
with certain new and existing investors representing 25.6 per cent.
of the Enlarged Share Capital, at a price of 28 pence per
Fundraising Share.
The Issue Price (as adjusted for the Share Consolidation)
represents a discount of 15.2 per cent. to the closing price of
0.165 pence on 14 September 2017, being the last Business Day prior
to the publication of this Announcement.
In connection with the Subscription, the Subscribers have
entered into the Subscription Agreements. One Subscriber has
subscribed for 9,999,998 Subscription Shares, of which 5,482,142
Subscription Shares will be included in the EIS/VCT Admission,
2,732,142 Subscription Shares will be included in the General
Admission and 1,785,714 Subscription Shares will be included in the
April Admission.
Shareholders should also note that it if the Share Consolidation
Resolution is not passed; the Fundraising will still occur,
although the number of Fundraising Shares Issued will be multiplied
by 200 and the Issue Price will be divided by 200.
Related Party Transaction
John Stamp is a substantial shareholder of the Company, being
interested in 18.67 per cent of the Existing Ordinary Shares.
Nightingale (being an associate company of John Stamp) constitutes
a related party of the Company and its participation in the
Subscription is considered a related party transaction under the
AIM Rules for Companies. John Cronin, Simon Smith and Harry Berry
are considered independent directors for the purposes of AIM Rule
13, and having consulted with the Company's nominated adviser,
finnCap Ltd, consider that the terms of Nightingale's investment
are fair and reasonable insofar as the Company's shareholders are
concerned.
Director Participation
Peter Hutton and Paul Ratcliff have indicated their intention to
subscribe for shares. The subscription by the Directors would
constitute a related party transaction for the purposes of AIM Rule
13.
Admission
An application will be made to the London Stock Exchange for the
Consolidated Shares and the Fundraising Shares to be admitted to
trading on AIM. The Consolidated Shares and the Fundraising Shares
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares following Admission. It is expected that EIS/VCT Admission
will become effective, and that dealings in all of the Consolidated
Shares, EIS/VCT Placing Shares and 5,482,142 of the Subscription
Shares on AIM will have commenced by 8.00 a.m. on 3 October 2017.
It is expected that General Admission will become effective, and
that dealings in all of the General Placing Shares and 6,589,283 of
the Subscription Shares will have commenced by 8.00 a.m. on 4
October 2017. It is expected that April Admission will become
effective, and that dealings in 1,785,714 of the Subscription
Shares will have commenced by 8.00 a.m. on 10 April 2018.
4 Share Consolidation
As at the date of this Announcement, the Company has
17,908,626,674 Existing Ordinary Shares in issue. The Company is
proposing to reorganise its share capital by way of the Share
Consolidation. Upon implementation of the Share Consolidation,
Shareholders on the register of members of the Company at the
Consolidation Record Date, will exchange every 200 Existing
Ordinary Shares of their holding for 1 Consolidated Share.
Shareholders with a holding of Existing Ordinary Shares which is
not exactly divisible by 200 will have their holdings rounded down
to the nearest whole number of Consolidated Shares.
The Board believes that the Share Consolidation will result in a
more appropriate number of shares in issue for a company of
CyanConnode's size in the UK market. The Share Consolidation may
also help to make the Consolidated Shares more attractive to future
investors and may result in a narrowing of the bid / offer spread,
thereby improving liquidity while also lowering price
volatility.
Approval for the Share Consolidation will be sought by passing
of the Share Consolidation Resolution at the General Meeting. It is
proposed that the Share Consolidation will take effect following
the conclusion of the General Meeting, and prior to Admission.
5 EIS/VCT
On issue, the Consolidated Shares will not be treated as either
"listed" or "quoted" securities for relevant tax purposes. Provided
that the Company remains one which does not have any of its shares
quoted on a recognised stock exchange (which for these purposes
does not include AIM), the Consolidated Shares should continue to
be treated as unquoted securities.
The Company has in the past obtained assurance from HMRC that
shares in the Company represented a qualifying investment for a VCT
and were capable of qualifying for EIS tax reliefs. The Company has
also received advance assurance from HMRC that the Fundraising
Shares to be issued pursuant to the Placing and Subscription will
rank as 'eligible shares' for the purposes of EIS and will be
capable of being a 'qualifying holding' for the purposes of
investment by VCTs.
The Directors consider that the Company has received, in the 12
months immediately prior to the Fundraising, investments totalling
GBP956,708 under the EIS. Accordingly, the Placing and Subscription
will limit funds up to GBP4,043,292 from VCTs, investors seeking
EIS reliefs and any other State aid risk capital investors in order
not to exceed the maximum amount of GBP5 million that can be raised
annually through risk capital schemes.
Potential shareholders or Shareholders of the Company who are in
any doubt as to their tax position or who are subject to tax in
jurisdictions other than the UK are strongly advised to consult
their own independent financial adviser immediately.
IMPORTANT INFORMATION
The distribution of the Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or
prohibited by law or regulation. Persons distributing the
Announcement must satisfy themselves that it is lawful to do so. No
action has been taken by the Company or finnCap that would permit
an offering of such shares or possession or distribution of the
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession the Announcement comes are
required by the Company and finnCap to inform themselves about, and
to observe, such restrictions.
The Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by any
such forward-looking statement. Statements contained in the
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in the
Announcement is subject to change without notice and neither
finnCap nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of the Announcement.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and broker to the
Company in relation to the Placing and Admission and is not acting
for any other persons in relation to the Placing and Admission.
finnCap is acting exclusively for the Company and for no one else
in relation to the matters described in the Announcement and is not
advising any other person and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of finnCap, or for providing advice in relation
to the contents of the Announcement or any matter referred to in
it. The responsibilities of finnCap as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of the Announcement, or otherwise.
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 finnCap or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
the Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
APPIX - IMPORTANT INFORMATION FOR PLACEES ONLY
The Announcement, including this Appendix, and the information
contained herein is restricted and is not for release, publication
or distribution, in whole or in part, directly or indirectly, in,
into or from the United States of America ("United States"),
Australia, Canada, Japan, the Republic of South Africa, the
Republic of Ireland, New Zealand or any other jurisdiction in which
such release, publication or distribution would be unlawful (a
"Prohibited Jurisdiction").
Members of the public are not eligible to take part in the
Placing. This Appendix and the terms and conditions set out herein
are for information purposes only and are directed only at persons
selected by finnCap who fall within the description that, if they
were clients of finnCap, could be categorised as a "professional
client" or an "eligible counterparty" within the meaning of Chapter
3 of the FCA's Conduct of Business Sourcebook and therefore fall
within the provisions of point (1) of section (i) of Annex (III) to
the Markets in Financial Instruments Directive and furthermore, who
are: (a) persons in Member States of the European Economic Area
(the "EEA") who are qualified investors as defined in section 86(7)
of the Financial Services and Markets Act 2000, as amended
("FSMA"), ("qualified investors") being persons falling within the
meaning of Article 2(1)(e) of the EU Prospectus Directive (which
means Directive 2003/71/EC (as amended by Directive 2010/73/EC) and
includes any relevant implementing directive measure in any member
state) (the "Prospectus Directive"); and (b) in the United Kingdom,
qualified investors who are persons who (i) have professional
experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"); (ii)
fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order and are qualified
investors; or (iii) are persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to
as "Relevant Persons"). This Appendix 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 Appendix and the terms and conditions set out herein
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
The Announcement is for information purposes only and does not
itself constitute an offer for sale or subscription of any
securities in the Company. The Announcement has been issued by and
is the sole responsibility of the Company.
The 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 such jurisdiction. The
Announcement is not an offer of or solicitation to purchase or
subscribe for securities in the United States. The securities
referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the United States, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Neither the
United States Securities and Exchange Commission nor any securities
regulatory authority of any state or other jurisdiction of the
United States has approved or disapproved of an investment in the
securities or passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of the contents of the Announcement. Any
representation to the contrary is a criminal offence in the United
States. No public offering of securities is being made in the
United States. No money, securities or other consideration from any
person inside the United States is being solicited and, if sent in
response to the information contained in the Announcement will not
be accepted.
Each Placee should consult with its own advisers as to the
legal, tax, business and related aspects of an investment in
Placing Shares.
The price of shares in the Company 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 shares.
1. Definitions
In this Appendix:
a) "Admission" means the admission of the Placing Shares to
trading on AIM under the EIS/VCT Admission or the General Admission
(as appropriate, and each defined above in this Announcement);
b) "AIM" means the AIM market operated and regulated by the London Stock Exchange plc;
c) "Announcement" means the Company's regulatory announcement
(set out above) of the Placing, together with this Appendix,
expected to be released on or around 15 September 2017;
d) "CJA" means the Criminal Justice Act 1993;
e) "Company" or "CyanConnode" means CyanConnode Holdings plc;
f) "EEA" means European Economic Area;
g) "FCA" means the Financial Conduct Authority;
h) "finnCap" means finnCap Ltd;
i) "finnCap Person" means any person being (i) finnCap, (ii) an
undertaking which is a subsidiary undertaking of finnCap, (iii) a
parent undertaking of finnCap or (other than finnCap) a subsidiary
undertaking of any such parent undertaking, or (iv) a shareholder,
director, officer, agent or employee of any such person;
j) "FSMA" means the Financial Services and Markets Act 200 (as amended);
k) "Group" means the group comprising the Company and its subsidiary undertakings;
l) "Long Stop Date" means the latest date for Admission, being 2 November 2017;
m) "Market Abuse Regulation" means Market Abuse Regulation EU No 596/2014;
n) "Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended);
o) "New Ordinary Shares" means the ordinary shares of 2 pence
each in the capital of the Company;
p) "Placee" means any Relevant Person who is or becomes
committed on a conditional basis to subscribe for Placing Shares
under the Placing;
q) "Placing" the placing of the Placing Shares at the Placing
Price by finnCap pursuant to the Placing Agreement;
r) "Placing Agreement" means the conditional placing agreement
relating to the Placing entered into between the Company and
finnCap;
s) "Placing Price" means 28 pence per Placing Share the fixed
price at which each Placing Share is to be made available for
subscription under the Placing;
t) "Placing Shares" means the 16,995,349 New Ordinary Shares to
be issued pursuant to the Placing;
u) "Prohibited Jurisdiction" means the United States, Australia,
Canada, Japan, the Republic of South Africa, the Republic of
Ireland, New Zealand or any other jurisdiction in which such
release, publication or distribution of this Announcement would be
unlawful;
v) "Prospectus Directive" means Directive 2003/71/EC (as amended
by Directive 2010/73/EC) and includes any relevant implementing
directive measure in any member state;
w) "Prospectus Rules" means the prospectus rules of the FCA;
x) "Regulations" means the CJA, the Market Abuse Regulation,
money laundering and terrorist financing under the Anti-Terrorism,
Crime and Security Act 2001, the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2003, the Terrorism Act 2006,
the Money Laundering Regulations 2007 and part VIII of FSMA;
y) "Relevant Persons" means (a) persons in member states of the
European Economic Area who are qualified investors as defined in
section 86(7) of FSMA ("qualified investors"), being persons
falling within the meaning of article 2(1)(e) of the Prospectus
Directive; and (b) in the United Kingdom, qualified investors who
are persons who (i) have professional experience in matters
relating to investments and are "investment professionals" falling
within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order and are qualified
investors; and (iii) are persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to
as "Relevant Persons");
z) "Securities Act" means the US Securities Act of 1933;
aa) "Subscription" means the subscription for Subscription
Shares by the Subscribers at the Issue Price pursuant to the
Subscription Agreements;
bb) "Subscription Shares" means the 13,857,139 New Ordinary
Shares to be issued to the Subscribers pursuant to the
Subscription; and
cc) "United States" means the United States of America; and
terms defined elsewhere in this Announcement have the same
meanings, unless the context requires otherwise.
2. Placing
finnCap is acting as the Company's agent in respect of the
Placing. finnCap will determine the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee. No commissions will be paid to or by Placees
in respect of their agreement to subscribe for any Placing
Shares.
finnCap has entered into the Placing Agreement under which it
has, on the terms and subject to the conditions set out in the
Placing Agreement, agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing
Price.
Each Placee will be required to pay to finnCap, on the Company's
behalf, the Placing Price as the subscription sum for each Placing
Share that it is required to subscribe for in accordance with the
terms set out in or referred to in this Appendix. Each Placee's
obligation to subscribe and pay for Placing Shares under the
Placing will be owed to each of the Company and finnCap. Each
Placee will be deemed to have read this Appendix in its entirety.
Neither finnCap nor any other finnCap Person will have any
liability (subject to applicable legislation and regulations) to
Placees or to any person other than the Company in respect of the
Placing.
Various dates referred to in this announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The expected date for
EIS/VCT Admission is 3 October 2017 and the expected date for
General Admission is 4 October 2017, and, in any event, the latest
date for Admission is 2 November 2017 (the "Long Stop Date").
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
announcement and on the terms contained in it. No admission
document for the purposes of the AIM Rules for Companies, or
prospectus, is required to be published, or has been or will be
published, in relation to the Placing or the Placing Shares.
3. Participation and settlement
Participation in the Placing is only available to persons who
are invited to participate in it by finnCap.
A Placee's commitment to subscribe for a fixed number of Placing
Shares under the Placing will be agreed orally with finnCap. Such
agreement will constitute an irrevocable, legally binding
commitment on such Placee's part to subscribe for that number of
Placing Shares at the Placing Price on the terms and subject to the
conditions set out or referred to in this Appendix and subject to
the Company's constitution. After such agreement is entered into a
written confirmation will be dispatched to the Placee by finnCap
stating (i) the number of Placing Shares for which such Placee has
agreed to subscribe, (ii) the aggregate amount such Placee will be
required to pay for those Placing Shares, (iii) relevant settlement
information, and (iv) settlement instructions. A settlement
instruction form will accompany each written confirmation and, on
receipt, should be completed and returned by the date and time
stated in it.
Settlement of transactions in the Placing Shares will take place
within the CREST system, subject to certain exceptions, on a
"delivery versus payment" basis. finnCap reserves the right to
require settlement for and/or delivery to any Placee of any Placing
Shares by such other means as it may deem appropriate if delivery
or settlement is not possible or practicable within the CREST
system within the timetable set out in the Announcement.
On the settlement date, each Placee must settle the full amount
owed by it in respect of the Placing Shares allocated to it. A
Placee whose Placing Shares are to be delivered to a custodian or
settlement agent should ensure that the written confirmation is
copied and delivered promptly to the appropriate person within that
organisation.
4. Placing conditions
The Placing is conditional on, among other things, (i) the
Company having complied with its obligations and satisfied all
conditions to be performed or satisfied by it under the Placing
Agreement or the terms of this Announcement that fall to be
performed or satisfied on or before Admission (unless waived by
finnCap, where capable of waiver), (ii) the passing of one or more
resolutions at a general meeting of the Company to be proposed in
the notice of that meeting that is to be included in the Company's
circular to its shareholders concerning the Placing and related
matters, (iii) the warranties in the Placing Agreement being true
and accurate and not misleading as at the date they are given or at
any time between the entry into the Placing Agreement and Admission
by reference to the facts and circumstances then subsisting, (iv)
finnCap's obligations under the Placing Agreement not being
terminated in accordance with its terms and the Placing Agreement
becoming unconditional in all respects, and (v) Admission taking
place by the relevant time and date stated in the Announcement.
finnCap may extend the time and/or date for the fulfilment of any
of the conditions referred to above to a time no later than 8.00
a.m. on the Long Stop Date. If any such condition is not fulfilled
(and, if capable of waiver under the Placing Agreement, is not
waived by finnCap) by the relevant time, the Placing will lapse and
each Placee's rights and obligations in respect of the Placing will
cease and terminate at such time.
Accordingly, if any of these conditions are not satisfied or, if
applicable, waived, the Placing will not proceed. Shareholders
should note that it is possible that EIS/VCT Admission occurs but
General Admission does not, should any condition of the Placing
Agreement be invalidated between EIS/VCT Admission and General
Admission.
finnCap's obligations under the Placing Agreement may be
terminated by finnCap at any time prior to Admission in certain
circumstances including, among other things, following a material
breach of the Placing Agreement by the Company or the occurrence of
certain force majeure events. The exercise of any right of
termination pursuant to the Placing Agreement, any waiver of any
condition in the Placing Agreement and any decision by finnCap
whether or not to extend the time for satisfaction of any condition
in the Placing Agreement will be within finnCap's absolute
discretion (as is the exercise of any right or power of finnCap
that is referred to in this Appendix). finnCap will have no
liability to any Placee or to anyone else in respect of any such
termination, waiver or extension or any decision to exercise or not
to exercise any such right of termination, waiver or extension.
5. Placees' warranties and undertakings to the Company and finnCap
By agreeing with finnCap to subscribe for Placing Shares under
the Placing, each Placee (and each person acting on a Placee's
behalf) irrevocably acknowledges, confirms, warrants, represents
and undertakes to, and agrees with, each of the Company and
finnCap, in each case as a fundamental term of such Placee's
application for Placing Shares and of the Company's obligation to
allot and/or issue any Placing Shares to it or at its direction
(save where finnCap expressly agrees in writing to the contrary),
that:
a) it agrees to and accepts all the terms and conditions set out in this Appendix;
b) its rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this Appendix
and will not be subject to rescission or termination by it in any
circumstances;
c) it is not entitled to rely on any information (including,
without limitation, any information contained in any management
presentation given in relation to the Placing) other than that
contained in the Announcement; the Announcement being the sole
responsibility of the Company;
d) it is not a client of finnCap in relation to the Placing and
finnCap is not acting for it in connection with the Placing and
will not be responsible to it in respect of the Placing for
providing protections afforded to its clients under the rules of
the FCA (the "FCA Rules") or for advising it with regard to the
Placing Shares and finnCap shall not be responsible to it or any
other person for providing the protections afforded to its
customers whether under the FCA Rules or otherwise, or for advising
it or any other person in respect of or in connection with such
arrangements. In addition, any payment by it will not be treated as
client money governed by the FCA Rules. It agrees that finnCap
shall not be liable to it for any matter arising out of its role as
placing agent or otherwise in connection with the Placing and that,
where any such liability nevertheless arises as a matter of law, it
will immediately waive any claim against finnCap which it may have
in respect thereof;
e) it has not relied on any representation or warranty in
reaching its decision to subscribe for Placing Shares under the
Placing and it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing;
f) it has not been, and will not be, given any warranty or
representation by any finnCap Person in relation to any Placing
Shares, the Company or any other member of its Group and no finnCap
Person will have any liability to it for any information contained
in the Announcement or which has otherwise been published by the
Company or for any decision by it to participate in the Placing
based on any such information or on any other information provided
to it;
g) it will pay the full subscription sum at the Placing Price as
and when required in respect of all Placing Shares for which it is
required to subscribe under its Placing participation and will do
all things necessary on its part to ensure that payment for such
shares and their delivery to it or at its direction is completed in
accordance with the standing CREST instructions (or, where
applicable, standing certificated settlement instructions) that it
has in place with finnCap or puts in place with finnCap;
h) the issue to the Placee, or the person specified by such
Placee for registration as holder of Placing Shares, will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services);
i) its obligations under the Placing are valid, binding and
enforceable and that it has all necessary capacity and authority,
and has obtained all necessary consents and authorities to enable
it to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour its
obligations;
j) should any stamp duty or stamp duty reserve tax be payable on
a Placee's subscription of shares under the Placing, this will be
to the account of the Placee and neither the Company nor finnCap
will be responsible in respect thereof and if any such person is
obliged by law to pay any such tax, they shall be entitled to
recover it from the Placee;
k) it is permitted to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, 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 subscription, and it
will provide promptly to finnCap such evidence, if any, as to the
identity or location or legal status of any person which finnCap
may request from it in connection with the Placing (for the purpose
of complying with any such laws 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 finnCap on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be allotted and/or issued to it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as finnCap may decide;
l) unless paragraph (m) below applies, it has neither received
nor relied on any inside information (for the purpose of and
section 56 of the CJA) in relation to its participation in the
Placing;
m) if it has received any inside information (for the purposes
of the Market Abuse Regulation and section 56 of the CJA) in
relation to the Company and its securities, it confirms that it has
not: (a) dealt (or attempted to deal) in the securities of the
Company; (b) encouraged, recommended or induced another person to
deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being
made publicly available;
n) that it has identified its clients in accordance with the
Regulations and that it has complied fully with its obligations
pursuant to the Regulations;
o) it will not distribute any press announcement relating to the
Placing or any other offering material, directly or indirectly, in
or into a Prohibited Jurisdiction;
p) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
q) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
r) in the case of a Relevant Person who acquires any Placing
Shares pursuant to the Placing acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, it represents and warrants that:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons other than Relevant Persons or
in circumstances in which the prior consent of finnCap 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 other than Relevant Persons,
the offer of those Placing Shares to it is not treated under the
Prospectus Directive as having been made to such persons;
s) it has not and will not make any offer to the public of the
Placing Shares for the purposes of section 102B FSMA;
t) it agrees to be bound by the terms of the Company's articles of association;
u) it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so, (ii) it is and will remain liable to the Company and/or
finnCap for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person), (iii) it is both an "authorised person" for
the purposes of FSMA and a qualified investor acting as agent for
such person, and (iv) such person is either (1) a FSMA qualified
investor or (2) its "client" (as defined in section 86(2) of FSMA)
that has engaged it to act as his agent on terms which enable it to
make decisions concerning the Placing or any other offers of
transferable securities on his behalf without reference to him;
v) nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the Prospectus Rules or in accordance with any other
laws applicable in any part of the European Union or the European
Economic Area;
w) it will not treat any Placing Shares in any manner that would
contravene any legislation applicable in any territory or
jurisdiction and no aspect of its participation in the Placing will
contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company or finnCap to
contravene any such legislation in any respect;
x) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the
Securities Act) (i) none of the Placing Shares have been or will be
registered under the Securities Act or under the securities laws of
any State of or other jurisdiction within the United States, (ii)
subject to certain exceptions, Placing Shares may not be offered or
sold, resold, or delivered, directly or indirectly, into or within
the United States or to, or for the account or benefit of, any US
person, (iii) it is (unless otherwise expressly agreed with
finnCap) neither within the United States nor a US person, (iv) it
has not offered, sold or delivered and will not offer, sell or
deliver any of the Placing Shares to persons within the United
States, directly or indirectly, (v) neither it, its affiliates, nor
any persons acting on its behalf, has engaged or will engage in any
directed selling efforts with respect to the Placing Shares, (vi)
it will not be subscribing Placing Shares with a view to resale in
or into the United States, and (vii) it will not distribute the
Announcement or any offering material relating to Placing Shares,
directly or indirectly, in or into the United States or to any
persons resident in the United States;
y) it has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in FSMA) which makes it an "insider" for the purposes of Part V of FSMA and the Market Abuse Regulation, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by finnCap or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which it is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;
z) where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that 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, acknowledgments, undertakings and
agreements in this Announcement; and (c) to receive on its behalf
any investment letter relating to the Placing in the form provided
to it by finnCap;
aa) finnCap may itself agree to become a Placee in respect of
some or all of the Placing Shares or by nominating any other
finnCap Person or any person associated with any finnCap Person to
do so;
bb) time is of essence as regards its obligations under this Appendix;
cc) neither it, its affiliates, nor any person acting on its or
their behalf, has engaged or will engage in any form of general
solicitation or general advertising (within the meaning of
Regulation D promulgated under the Securities Act) in connection
with any offer and sale of the Placing Shares in the United
States;
dd) it will indemnify on an after-tax basis and hold the
Company, finnCap, each finnCap Person 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 provisions of this Appendix shall survive
after completion of the Placing;
ee) it is an institution that 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 and it is experienced in investing in securities of
this nature and in this sector 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. It has relied upon
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;
ff) to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement;
gg) its participation in the Placing would not give rise to an
offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers
and Mergers;
hh) it irrevocably appoints any director or employee of finnCap
as its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
ii) this Appendix and any contract which may be entered into
between it and finnCap and/or the Company pursuant to this Appendix
or the Placing, and all non-contractual obligations arising between
the Placee and finnCap and/or the Company in respect of the
Placing, will be governed by and construed in accordance with the
laws of England, for which purpose it submits (for 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 or relating to this Appendix or such
contract, except that each of the Company and finnCap will have the
right to bring enforcement proceedings in respect of any judgement
obtained against such Placee in the English courts or in the courts
of any other relevant jurisdiction;
jj) each right or remedy of the Company or finnCap provided for
in this Appendix is in addition to any other right or remedy which
is available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy;
kk) any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to finnCap;
ll) nothing in this Appendix will exclude any liability of any
person for fraud on its part, and all times and dates in the
Announcement are subject to amendment at the discretion of finnCap
except that in no circumstances will the date scheduled for
Admission be later than the Long Stop Date;
mm) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of its obligations in respect of the Placing;
nn) finnCap does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement; and
oo) it agrees that the Company and finnCap will rely upon the
truth and accuracy of the foregoing conformations, representations,
warranties, acknowledgements, undertakings and agreements which are
given by each Placee (or persons acting on their behalf) to finnCap
and the Company and are irrevocable.
The acknowledgments, confirmations, warranties, representations
and undertakings contained in this Appendix are given to finnCap
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
6. Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on finnCap's receipt of payment in full
for such shares by the relevant time to be stated in the written
confirmation referred to above, or by such later time and date as
finnCap may determine, and otherwise in accordance with that
confirmation's terms. finnCap may waive this condition, and will
not be liable to any Placee for any decision to waive it or
not.
If any Placee fails to make such payment by the required time
for any Placing Shares (1) the Company may release itself, and (if
it decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to such Placee
or at its direction which are then unallotted and/or unissued, (2)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its constitution or by law and to the extent that
such Placee then has any interest in or rights in respect of any
such shares, (3) the Company or, as applicable, finnCap may sell
(and each of them is irrevocably authorised by such Placee to do
so) all or any of such shares on such Placee's behalf and then
retain from the proceeds, for the account and benefit of the
Company or, where applicable, finnCap (i) any amount up to the
total amount due to it as, or in respect of, subscription monies,
or as interest on such monies, for any Placing Shares and (ii) any
amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of such sale,
and (4) such Placee will remain liable to the Company and to
finnCap for the full amount of any losses and of any costs which
it may suffer or incur as a result of it (i) not receiving payment
in full for such Placing Shares by the required time, and/or (ii)
the sale of any such Placing Shares to any other person at whatever
price and on whatever terms are actually obtained for such sale by
or for it. Interest may be charged daily in respect of payments not
received by finnCap for value by the required time referred to
above at the rate of two percentage points above prevailing LIBOR
as determined by finnCap.
7. Overseas jurisdictions
The distribution of the Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Persons who seek to participate in the Placing
must inform themselves about and observe any such restrictions. In
particular, the Announcement does not constitute or form part of
any offer or invitation, or a solicitation of any offer or
invitation, to subscribe for or acquire or sell or purchase or
otherwise deal in Placing Shares in any Prohibited
Jurisdiction.
8. Placing Shares
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the then existing
issued Ordinary Shares.
9. Entire Agreement
The terms set out in this Announcement (including the Appendix)
and the allocation of Placing Shares (including the subscription
amount payable) as confirmed to a Placee, constitute the entire
agreement to the terms of the Placing and a Placee's participation
in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such
terms must be in writing.
10. Governing Law and Jurisdiction
The agreement arising out of acceptance of the Placing and any
dispute or claim arising out of or in connection with the Placing
or formation thereof (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the laws of
England and Wales. Each Placee irrevocably agrees to submit to the
exclusive jurisdiction of the courts of England and Wales to settle
any claim or dispute that arises out of or in connection with the
agreement arising out of acceptance of the Placing or its subject
matter or formation (including non-contractual disputes or
claims).
11. General
References to time in the Announcement are to London, England
time, unless otherwise stated.
All times and dates in the Announcement are subject to amendment
at the discretion of finnCap.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLFFFIAEISLID
(END) Dow Jones Newswires
September 15, 2017 02:01 ET (06:01 GMT)
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