TIDMDUKE
RNS Number : 9992K
Duke Royalty Limited
10 May 2022
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU)
NO. 596/2014 ("MAR") AS THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
10 May 2022
Duke Royalty Limited
("Duke Royalty", "Duke" or the "Company")
Placing to raise a minimum of GBP15 million
PrimaryBid Offer to raise up to GBP1.5 million
at a price of 35 pence per share
and
Notice of Extraordinary General Meeting
Duke Royalty Limited (AIM: DUKE), a provider of long term
alternative capital solutions to a diversified range of private,
owner-managed SME businesses in Europe and abroad , is pleased to
announce a proposed Placing by way of an accelerated bookbuild to
raise a minimum of GBP15 million (before expenses) via a
conditional placing of new Ordinary Shares ("Placing Shares") at
the issue price of 35 pence per share ("Issue Price") to new and
existing institutional investors (the "Placing") for further
capital deployments into the Company's existing Royalty Partners
deploying a buy and build acquisition strategy, and new
opportunities .
Furthermore, the Company is seeking to raise up to an additional
GBP1.5 million via PrimaryBid (the "PrimaryBid Offer" and together
with the Placing, the "Fundraise") in order to provide other
investors who may not have taken part in the Placing, with an
opportunity to participate in the Fundraising.
Cenkos Securities plc and Canaccord Genuity Limited are acting
as Joint Bookrunners in relation to the Placing.
Transaction Highlights
-- The Company is conducting a conditional Placing to raise a
minimum of GBP15 million via the Placing of the Placing Shares at
the Issue Price.
-- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in the Appendix to this Announcement.
-- Proposing to raise up to a further GBP1.5 million via the
PrimaryBid Offer, which shall remain open until 10 May 2022.
-- The net proceeds from the Fundraising are intended to be used
to invest further capital into existing Royalty Partners deploying
a buy and build acquisition strategy, and new opportunities.
-- Completion of the Fundraising is conditional, inter alia,
upon Shareholder approval at the Extraordinary General Meeting to
be held on or around 26 May 2022.
-- The Issue Price represents a discount of approximately 9.7
per cent. to the closing mid-market price on 9 May 2022, being the
latest practicable date before this Announcement.
-- The Joint Bookrunners reserve the right, by agreement with
the Company, to increase the size of the Placing to accommodate
additional demand.
A circular, containing further details of the Fundraising and
notice of the Extraordinary General Meeting to be held at 11.00
a.m. on 26 May 2022 to, inter alia, approve the resolution required
to implement the Fundraising, is expected to be published and
despatched to Shareholders on 11 May 2022 (the "Circular").
Following its publication, the Circular will be available on the
Group's website at https://www.dukeroyalty.com/investors
Neil Johnson, CEO of Duke Royalty, said:
"Over recent months, we have been focused on executing on the
exciting growth opportunities presented by our existing Royalty
Partners who continue to benefit from the flexible capital solution
that we offer. The Fundraising means that we can facilitate several
of our Royalty Partners in pursuing their buy and build acquisition
strategies , while also looking to build our new royalty partners
within our pipeline.
"As we reported in our Q4 trading update, normalised cash
revenue for Q1 FY2023 is expected to be GBP5.0 million, a
significant increase year-on-year, and the board remains confident
that trading results for the full year ending 31 March 2022 will be
in line with market guidance. T his fundraise is intended to fuel
further growth and diversification, therefore with this in mind, we
are delighted to invite other investors to participate alongside
institutions through the PrimaryBid Offer."
For further information, please visit www.dukeroyalty.com or
contact:
Neil Johnson / Charlie
Cannon Brookes / Hugo
Duke Royalty Limited Evans +44 (0) 1481 730 613
Cenkos Securities Stephen Keys / Callum
plc Davidson / Dan Hodkinson
(Nominated Adviser / Julian Morse / Michael
and Joint Broker) Johnson +44 (0) 207 397 8900
Canaccord Genuity Adam James / Sam Lucas
(Joint Broker) / Georgina McCooke +44 (0) 207 523 8000
SEC Newgate (PR) Elisabeth Cowell + +44 (0) 20 3757 6880
dukeroyalty@secnewgate.co.uk
About Duke Royalty
Duke Royalty Limited provides alternative capital solutions to a
diversified range of profitable and long-established businesses in
Europe and abroad. Duke Royalty's experienced team provide
financing solutions to private companies that are in need of
capital but whose owners wish to maintain equity control of their
business. Duke Royalty's royalty investments are intended to
provide robust, stable, long term returns to its shareholders. Duke
Royalty is listed on the AIM market under the ticker DUKE and is
headquartered in Guernsey.
Expected Timetable of Principal Events
2022
Announcement of the Placing and PrimaryBid
Offer 10 May
Announcement of the result of the Placing 11 May
9.00 p.m. on 10
PrimaryBid Offer closes May
Announcement of the results of the PrimaryBid
Offer 11 May
Despatch of the Circular to Shareholders 11 May
Latest time and date for receipt of proxy 11.00 a.m. on 24
voting instructions May
11.00 a.m. on 26
Extraordinary General Meeting May
Results of the Extraordinary General Meeting
announced 26 May
Admission and dealings in the New Ordinary
Shares expected to 8.00 a.m. on 27
commence on AIM May
Where applicable, expected date for CREST
accounts to be credited in respect of New
Ordinary Shares in uncertificated form 27 May
Where applicable, expected date for despatch
of definitive share
certificates for New Ordinary Shares in certificated within 14 days of
form Admission
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to the London Stock Exchange and,
where appropriate, Members. Members may not receive any further
written communication.
Background to and reasons for the Fundraising
Duke is a provider of long term alternative capital solutions to
a diversified range of private, owner-managed SME businesses in
Europe and abroad. Since inception, the Company has grown its
current portfolio to 13 Royalty Partners, providing exposure to 48
operating companies across a multitude of sectors. The Company's
model is based on capital preservation through long term
participating loans to SMEs coupled with minority equity
participations, and seeks to offer attractive yields to
Shareholders through revenue from monthly cash distributions.
The Directors believe that Duke's track record over the past
five years has proven itself as a leader of corporate royalty
finance in the UK and Europe and, importantly, evidenced the
utility that its long-term alternative financing model brings to
SMEs. The Covid-19 pandemic has demonstrated the downside
protection offered by Duke's flexible model and its ability to
preserve capital during a crisis. Through a combination of
previously announced equitization, forbearance and investment
activity from Duke, portfolio companies received tailored support
through difficult trading conditions.
Since the Covid-19 pandemic, the Company's portfolio has
delivered six quarters of growth based on aggregate cash revenues
payable to the Company by its Royalty Partners, comprised of
monthly cash distributions as well as gains on the sale of equity
assets plus buyout premiums. As reported in its fourth quarter
trading update to 31 March 2022, Duke saw record quarterly cash
receipts of GBP6.7 million , representing a 37% increase over the
previous record quarterly amount. On a normalised basis, which
excludes buyout premiums and gains from the sale of equity stakes,
the portfolio generated GBP4.7 million.
The Directors consider that Duke's portfolio is very well
positioned as it enters FY23 and, based on current trading, the
Company expects Q1 FY23 normalised cash revenue to increase to
GBP5.0 million. The Group has increased the quantum of annual
deployments made to Royalty Partners from GBP20m in FY20 to GBP75m
in FY22. During the same period, Duke has seen its average
portfolio cash yield(1) increase from 12.2% to 12.9% currently,
which recovered from a temporary reduction in yield to 9.4% during
FY21 following the pandemic. Across the portfolio, Duke is
currently receiving 96% of its contracted cash revenues being made
by Royalty Partners and the portfolio's overall debt service
coverage ratio has increased from 1.7x in FY20 to 2.2x
currently.(2)
(1) Represents current monthly contracted cash distributions
from all Royalty Partners as a percentage of Duke's investments
into those partners
(2) Represents Royalty Partners' monthly EBITDA divided by their
monthly royalty payments due to Duke
Duke continues to pay dividends to Shareholders, and Q4 saw a
second consecutive quarterly dividend rise, increasing 17% from
0.60 pence to 0.70 pence per quarter. Duke remains committed to
continuing to grow quarterly dividends, which have historically
yielded between 5% and 7%. The Board is confident that the trading
results for the full year ending 31 March 2022 will be in-line with
market guidance and it expects to announce the Company's audited
results in September 2022.
Whilst the current economic environment presents challenges
through supply chain disruption, rising inflation and the war in
Ukraine, the Board believes that the Company will continue to
demonstrate resilience in difficult market conditions and does not
expect a material disruption to the performance of its portfolio as
a result of these pressures. During 2021, the Company's Royalty
Partners have worked to mitigate the impact from price increases
and stock interruptions. Whilst the war in Ukraine is having an
indirect inflationary impact on certain cost of goods, it has no
direct trading impact on any of Duke's Royalty Partners. The nature
of Duke's annual yield adjustments, which are linked to underlying
companies' revenue performance, also ensures a degree of protection
from inflation increases, as the adjustments are derived from the
movement in audited top line revenue of the underlying Royalty
Partners.
Having proven the resilience of its investment thesis, the
Company is now focused on increasing the scale of its portfolio and
accelerating its first mover advantage in the UK and European
Royalty Financing sector. The success of existing Royalty Partners
has engendered significant opportunities for follow-on investments
alongside new opportunities identified within Duke's pipeline. The
Company's flexible model continues to be attractive to SMEs
operating 'buy and build' acquisition strategies employed by many
of its Royalty Partners, as evidenced through the numerous
follow-on investments announced by the Company over the past few
quarters. In addition, the Company is currently evaluating 26 new
investment opportunities in its pipeline which could require an
estimated GBP250m of investment but will continue to be selective
in adding new royalty partners.
Use of proceeds of the Fundraising
Duke is seeking to conditionally raise a minimum of GBP15
million (before expenses) through the Placing via an accelerated
bookbuild process, which remains conditional on the passing of the
Extraordinary Resolution and Admission. The Group is also seeking
to raise up to an additional GBP1.5 million (gross) through the
PrimaryBid Offer. The Joint Bookrunners reserve the right, by
agreement with the Company, to increase the size of the Placing to
accommodate additional demand.
The net proceeds from the Fundraising are intended to be used to
invest further capital into existing Royalty Partners deploying a
buy and build acquisition strategy, and new opportunities.
The Directors believe that as the portfolio expands and delivers
increased cash receipts from Royalty Partners, the Company's stable
and relatively fixed cost base, will significantly increase free
cash flow generation due to the Company's high level of operating
leverage. The Company's core operating costs(3) as a percentage of
normalised cash revenues have decreased from 27% in Q2 FY21 to 13%
in Q4 FY22. Furthermore, the Directors believe that there is
significant additional value to be generated for Shareholders from
potential buyout premiums inherent within Duke's current portfolio,
which is not currently reflected in the Company's audited net asset
value, as well as potential upside from the realisation of minority
equity stakes as Duke's Royalty Partners ultimately exit their
investments.
(3) Core operating costs refers to cash operating expenses less
variable performance awards
Details of the Placing
The Company is seeking to raise a minimum of GBP15 million
(before expenses) through the placing of a minimum of 42,857,143
Placing Shares via an accelerated bookbuild i n accordance with the
terms and conditions set out in the Appendix to this Announcement.
The timing of the closing of the bookbuild and the final number and
allocation of Placing Shares will be determined at the discretion
of the Group and the Joint Bookrunners. The Joint Bookrunners
reserve the right, by agreement with the Company, to increase the
size of the Placing to accommodate additional demand. A further
announcement will be made following closing of the accelerated
bookbuild, confirming the final details.
The Issue Price of 35 pence per Placing Share represents a
discount of 9.7 per cent. to the closing middle market price of
38.8 pence on 9 May 2022, being the last day prior to the
announcement of the Placing. The Placing is conditional inter alia
on the passing of the Extraordinary Resolution at the Extraordinary
General Meeting and also on Admission occurring no later than 8.00
a.m. on 27 May 2022 (or such later date as the Company, Cenkos and
Canaccord may agree, being no later than 10 June 2022).
Placing Agreement
Pursuant to the Placing Agreement, the Joint Bookrunners have
agreed to use their reasonable endeavours as agents of the Company
to procure subscribers for the Placing Shares. The Placing
Agreement provides, inter alia, for payment by the Company to the
Joint Bookrunners of commissions based on certain percentages of
the product of the number of Placing Shares placed by them
multiplied by the Issue Price. The Company will bear all other
expenses of and incidental to the Placing.
The Placing Agreement contains certain warranties and
indemnities from the Company in favour of the Joint Bookrunners and
the obligations of the Joint Bookrunners under the Placing
Agreement in connection with the Placing are conditional, inter
alia, upon:
(a) the Extraordinary Resolution having been passed by the
requisite majority of Shareholders at the Extraordinary General
Meeting;
(b) the Placing Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission; and
(c) Admission becoming effective not later than 8.00 a.m. on 27
May 2022 or such later time and/or date as the Company and Cenkos
may agree, being not later than 8.00 a.m. on 10 June 2022.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, if, inter alia, the Company has failed to
comply with any of its obligations under the Placing Agreement; if
there is a material adverse change in the financial or trading
position or prospects of the Company or the Group; or if there is a
change in financial, political, economic or stock market
conditions, which in their reasonable opinion (acting in good
faith) is or would be materially prejudicial to the successful
outcome of the Placing.
Directors' participation
Certain Directors and their related parties intend to subscribe
for, in aggregate, 1,500,000 Placing Shares in the Placing. A
further announcement will be made in due course regarding their
respective participations.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
Appendix below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Details of the PrimaryBid Offer
The Company is seeking to raise up to GBP1.5 million (before
expenses) through the issue of up to 4,285,715 PrimaryBid Shares at
the Issue Price. The PrimaryBid Offer, will allow investors to
participate in the Fundraising by subscribing via
PrimaryBid.com
The PrimaryBid Offer remains conditional on the Placing being or
becoming wholly unconditional.
The New Ordinary Shares issued pursuant to the PrimaryBid Offer
will be free of all liens, charges and encumbrances and will, when
issued and fully paid, rank pari passu, in all respects with the
Existing Ordinary Shares including the right to receive dividends
and other distributions declared following Admission.
The PrimaryBid Offer is not underwritten. The PrimaryBid Offer
will close at 9.00 p.m. on 10 May 2022 although may close early if
it is oversubscribed.
The Company is relying on an available exemption against the
need to publish a prospectus approved by the FCA.
A further announcement will be made shortly by the Company
regarding further details of the PrimaryBid Offer and how investors
may participate.
Investors should make their own investigations into the merits
of an investment in the Company.
It should be noted that a subscription for PrimaryBid Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for PrimaryBid Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the PrimaryBid if they
are in any doubt.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that subject to the passing of the Extraordinary
Resolution, Admission will become effective at 8.00 a.m. on 27 May
2022.
Extraordinary General Meeting
The Extraordinary General Meeting of the Company is to be held
at 11.00 a.m. on 26 May 2022 at the Company's registered office,
Trafalgar Court, 4th Floor, West Wing, Admiral Park, St Peter Port,
Guernsey GY1 2JA.
Under Article 4.7 of the Articles, the Company may, by
Extraordinary Resolution, disapply the rights of pre-emption for
the issue of equity securities. An Extraordinary Resolution is
passed where no less than 75 per cent. of those present and
entitled to vote, or voting by proxy, in a general meeting vote in
favour for it to be passed.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission Admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
AIM AIM, a market operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies as amended
from time to time
Articles the current articles of incorporation
of the Company
Canaccord Canaccord Genuity Limited, the Company's
joint broker and joint bookrunner in
relation to the Placing (company number:
01774003), whose registered office is
at 88 Wood Street, London, EC2V 7QR
Cenkos Cenkos Securities plc, the Company's
Nominated Adviser, joint broker and
joint bookrunner in relation to the
Placing (company number: 05210733),
whose registered office is at 6 7 8
Tokenhouse Yard, London, EC2R 7AS
certificated form or an Ordinary Share recorded on a company's
in certificated form share register as being held in certificated
form (namely, not in CREST)
Companies Law The Companies (Guernsey) Law 2008
Company or Duke Duke Royalty Limited
CREST the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations)
CREST Regulations the Uncertificated Securities (Guernsey)
Regulations 2009
Directors or Board the members of the board of the Company
from time to time
Enlarged Share Capital the issued Ordinary Shares immediately
following Admission
Euroclear Euroclear UK & International Limited,
the operator of CREST
Existing Ordinary Shares the 358,803,360 ordinary shares of no
par value in the capital of the Company
on the Last Practicable Date
Extraordinary General the extraordinary general meeting of
Meeting, EGM or Meeting the Company (or any adjournment thereof)
to be held in connection with the Fundraising
on 26 May 2022, notice of which will
be set out in the appendix to the Circular
Extraordinary Resolution an extraordinary resolution of the Company
to be proposed at the Extraordinary
General Meeting to disapply pre-emption
rights in connection with the issue
of the New Ordinary Shares
FCA the UK Financial Conduct Authority
FSMA the Financial Services and Markets Act
2000 (as amended)
Fundraising the Placing and the PrimaryBid Offer
Group the Company and its Subsidiaries
Issue Price 35 pence per New Ordinary Share
Joint Bookrunners Cenkos and Canaccord
London Stock Exchange London Stock Exchange plc
Money Laundering Regulations The Money Laundering, Terrorist Financing
and Transfer of Funds (Information on
the Payer) Regulations 2017, together
with its Guernsey equivalent, the Handbook
on Countering Financial Crime and Terrorist
Financing, 2018
New Ordinary Shares the Ordinary Shares to be issued pursuant
to the Fundraising
Notice of EGM or Notice the notice of EGM to be set out in the
of Extraordinary General appendix to the Circular
Meeting
Ordinary Shares ordinary shares of no par value in the
capital of the Company
Placing the conditional placing of the Placing
Shares by the Joint Bookrunners, as
agents on behalf of the Company, pursuant
to the Placing Agreement, further details
of which are set out in this Announcement
Placing Agreement the conditional agreement dated 10 May
2022 and made between Cenkos, Canaccord
and the Company in relation to the Placing,
further details of which are set out
in this Announcement
Placing Shares a minimum of 42,857,143 new Ordinary
Shares to be placed with institutional
and certain other investors at the Issue
Price pursuant to the Placing
PrimaryBid Offer the offer of New Ordinary Shares at
the Issue Price to be made to investors
through the PrimaryBid platform
PrimaryBid Shares up to 4,285,715 new Ordinary Shares
to be offered pursuant to the PrimaryBid
Offer
Prospectus Regulation Prospectus Regulation (EU) 2017/1129
as it forms part of UK domestic law
pursuant to The European Union (Withdrawal)
Act 2018 (EUWA) (as amended by the European
Union (Withdrawal Agreement) Act 2020)
Prospectus Rules the prospectus rules made by the FCA
pursuant to section 73A of the FSMA
Registrars Computershare Investor Services (Guernsey)
Limited
Regulatory Information has the meaning given in the AIM Rules
Service for Companies
Royalty Partners any of the Company's portfolio companies
into which it has provided financing
Shareholders or Members holders of Ordinary Shares
uncertificated or in an Ordinary Share recorded on a company's
uncertificated form share register as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
IMPORTANT NOTICE
This Announcement, including the Appendix and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia (save to professional investors
and sophisticated investors), Japan or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions").
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 Placing Shares referred to herein have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of
Placing Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), (b) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (c) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this announcement, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by the Joint
Bookrunners or any other person authorised under FSMA. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Cenkos and Canaccord, each of which are authorised and regulated
in the United Kingdom by the FCA, are acting for the Company and
for no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos and Canaccord or for
providing advice in relation to the Placing, or any other matters
referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cenkos, or
Canaccord or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Notice to distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that the Ordinary 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 UK
Product Governance Requirements; and (ii) eligible for distribution
through all distribution channels as are permitted by UK Product
Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary 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 UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Cenkos and
Canaccord are only procuring investors in the United Kingdom which
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Ordinary Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "EU
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the EU Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment").
Notwithstanding the EU 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 EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market, Assessment, Cenkos and
Canaccord are only procuring investors in the European Union who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability of 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.
APPIX - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED INVESTORS", AS
DEFINED IN ARTICLE 2 (E) OF THE REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"), AND (B) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018
(THE "UK PROSPECTUS REGULATION") AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE
49(2)(A) TO (D) OF THE FPO OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER
PERSON SHOULD ACT ON OR RELY ON THIS ANNOUNCEMENT AND PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT,
INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO,
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT
PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing, unless otherwise
specifically agreed. Each person to whom these conditions apply, as
described above, who confirms his agreement to any of the Joint
Bookrunners (whether orally or in writing) to acquire Placing
Shares under the Placing (an "Investor") hereby agrees with the
Joint Bookrunners and the Company to be bound by the contract note
issued by the relevant Joint Bookrunner to such Investor and these
terms and conditions, unless otherwise specifically agreed, being
the terms and conditions upon which Placing Shares will be sold
under the Placing. An Investor shall, without limitation, become so
bound when a Joint Bookrunner confirms to such Investor its
allocation of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to them at the Issue 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. Dealing may not begin
before any notification is made.
The Joint Bookrunners reserve the right, by agreement with the
Company, to increase the size of the Placing to accommodate
additional demand.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 27 May 2022 .
(c) Bookbuilding Process
Commencing today, the Joint Bookrunners will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Joint Bookrunners.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing at the Issue Price.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 11 May 2022, but may be
closed at such earlier or later time as the Joint Bookrunners may,
in their absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Issue Price.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the Joint
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at either Cenkos or Canaccord. Each bid should state the number of
Placing Shares that the prospective Placee wishes to subscribe for
at the Issue Price. If successful, the relevant Joint Bookrunner
will re-contact and confirm orally to Placees following the close
of the Bookbuilding Process the size of their respective
allocations and a trade confirmation will be despatched as soon as
possible thereafter. A Joint Bookrunner's confirmation (either oral
or written) of the size of allocations will constitute an
irrevocable legally binding agreement in favour of the Company and
the relevant Joint Bookrunner pursuant to which each such Placee
will be required to accept the number of Placing Shares allocated
to the Placee at the Issue Price and otherwise on the terms and
subject to the conditions set out herein and in accordance with the
Articles. Each Placee's allocation and commitment will be evidenced
by a trade confirmation issued by the relevant Joint Bookrunner to
such Placee. The terms of this Appendix will be deemed incorporated
in that trade confirmation.
The Joint Bookrunners reserve the right to scale back the number
of Placing Shares to be subscribed by any Placee in the event that
the Placing is oversubscribed. The Joint Bookrunners also reserve
the right not to accept offers to subscribe for Placing Shares or
to accept such offers in part rather than in whole. The acceptance
and, if applicable, scaling back of offers shall be at the absolute
discretion of the Joint Bookrunners.
Each Placee's obligations will be owed to the Company and to the
relevant Joint Bookrunner. Following the oral confirmation referred
to above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
relevant Joint Bookrunner, as agent of the Company, to pay to the
relevant Joint Bookrunner (or as the relevant joint Bookrunner may
direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares allocated to such
Placee.
To the fullest extent permissible by law, none of the Joint
Bookrunners, any subsidiary of the Joint Bookrunners, any branch,
affiliate or associated undertaking of the Joint Bookrunners or any
such subsidiary, nor any of their respective directors, officers,
employees, agents or advisers (each a "Bookrunner Affiliate") nor
any person acting on their behalf shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Joint Bookrunners,
any Bookrunner Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as the Joint Bookrunners may determine.
All obligations of the Joint Bookrunners under the Placing will
be subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Admission of the Placing Shares occurring not later
than 27 May 2022 , or such later time and/or date as the Joint
Bookrunners and the Company may agree (but in any event not later
than 10 June 2022 ) ;
(iii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission; and
(v) the Company having complied with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
Admission.
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Joint Bookrunners), or (b) the Placing Agreement is terminated in
the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof.
Neither of the Joint Bookrunners, any Bookrunner Affiliate, the
Company, nor any subsidiary of the Company, nor any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a "Company
Affiliate") 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 it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that the
Joint Bookrunner's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Each Joint Bookrunner has the right to terminate the Placing
Agreement in certain circumstances prior to Admission, in
particular, where any warranty was, when given, untrue, inaccurate
or misleading, or where any warranty is not, or has ceased to be,
true, accurate or not misleading (or would not be true, accurate or
not misleading if then repeated) by reference to the facts
subsisting at the relevant time, where the Company has failed to
comply with certain of its obligations under the Placing Agreement,
or upon the occurrence of a force majeure event or a material
adverse change in the financial or trading position or prospects of
any member of the Group.
By participating in the Placing, each Placee agrees with its
respective Joint Bookrunner that the exercise by the Joint
Bookrunners of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Joint Bookrunners and that the Joint Bookrunners need not make
any reference to the Placees in this regard and that, to the
fullest extent permitted by law, neither the Company, the Joint
Bookrunners, any Bookrunner Affiliate nor any Company Affiliate
shall have any liability whatsoever to the Placees in connection
with any such exercise or failure to so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
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 to the Joint Bookrunners
and the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners (other than the amount of the
relevant Placing participation in the oral confirmation given to
Placees and the trade confirmation referred to below), any
Bookrunner Affiliate, any persons acting on its or their behalf or
the Company or any Company Affiliate and neither the Joint
Bookrunners, any Bookrunner Affiliate, nor any persons acting on
their behalf, the Company, any Company Affiliate nor any persons
acting on their behalf will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with its respective
Joint Bookrunner, for itself and as agent for the Company that
(except for, in relation to the Company, the information contained
in this Announcement) it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
The Joint Bookrunners reserve the right to require settlement for
and delivery of the Placing Shares to Placees by such other means
as they may deem necessary, including, without limitation, if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 24 May 2022
Settlement Date 27 May 2022
-------------
ISIN Code GG00BYZSSY63
-------------
SEDOL BYZSSY6
-------------
Deadline for input instruction 24 May 2022
into CREST
-------------
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
the relevant Joint Bookrunner and settlement instructions. Placees
should settle against the CREST ID provided to them by either
Cenkos or Canaccord. It is expected that such trade confirmation
will be despatched on the expected trade date shown above. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has
in place with Cenkos or Canaccord, as applicable.
It is expected that settlement will take place on the settlement
date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by the Joint Bookrunners.
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 the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of the Placing Shares allocated to the Placee on such Placee's
behalf and retain from the proceeds, for the relevant Joint
Bookrunner's own account and profit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Joint Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 27 May 2022 (or such later time
and/or date as the Company and the Joint Bookrunners may agree) and
on the Placing Agreement being otherwise unconditional in all
respects and not having been terminated in accordance with its
terms on or before Admission; and (ii) the confirmation mentioned
under paragraph (a) above, an Investor agrees to become a member of
the Company and agrees to acquire Placing Shares at the Issue
Price. The number of Placing Shares acquired by such Investor under
the Placing shall be in accordance with the arrangements described
above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing
Shares acquired by such Investor in such manner as shall be
directed by the relevant Joint Bookrunner. In the event of any
failure by an Investor to pay as so directed, the relevant Investor
shall be deemed hereby to have appointed the relevant Joint
Bookrunner or its nominee to sell (in one or more transactions) any
or all of the Placing Shares in respect of which payment has not
been made as so directed and to have agreed to indemnify on demand
that relevant Joint Bookrunner in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising any of the Joint
Bookrunners to notify an Investor's name to the Registrars, is
deemed to acknowledge, agree, undertake, represent and warrant to
each Joint Bookrunner, the Registrars and the Company that:
(i) the Investor has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Investor agrees that these terms and conditions and the contract note issued by either Cenkos or Canaccord to such Investor represent the whole and only agreement between the Investor, the relevant Joint Bookrunner and the Company in relation to the Investor's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Investor agrees that none of the Company, the Joint Bookrunners nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Joint Bookrunners, nor any person affiliated with the Joint
Bookrunners or acting on their behalf is responsible for or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by an Investor to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise;
(iii) the Investor has not relied on the Joint Bookrunners or
any person affiliated with the Joint Bookrunners in connection with
any investigation of the accuracy of any information contained in
this Announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
hereof or other information or representation concerning the Group,
the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor the Joint Bookrunners nor their respective
officers, directors or employees will have any liability for any
such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(v) none of the Joint Bookrunners are making any recommendations
to Investors or advising any of them regarding the suitability or
merits of any transaction they may enter into in connection with
the Placing, and each Investor acknowledges that participation in
the Placing is on the basis that it is not and will not be a client
of the Joint Bookrunners and that the Joint Bookrunners are acting
for the Company and no one else, and the Joint Bookrunners will not
be responsible to anyone else for the protections afforded to its
clients, and that the Joint Bookrunners will not be responsible for
anyone other than the Company for providing advice in relation to
the Placing, the contents of this Announcement or any transaction,
arrangements or other matters referred to herein, and the Joint
Bookrunners will not be responsible for anyone other than the
relevant parties to the Placing Agreement in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of the
Joint Bookrunner's rights and obligations thereunder, including any
right to waive or vary any condition or exercise any termination
right contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
the Joint Bookrunners nor their respective directors or employees
shall be liable to an Investor for any matter arising out of the
role of the Joint Bookrunners as the Company's brokers (and in the
case of Cenkos, as nominated adviser to the Company pursuant to the
AIM Rules) or otherwise, and that where any such liability
nevertheless arises as a matter of law each Investor will
immediately waive any claim against the Joint Bookrunners and their
respective directors and employees which an Investor may have in
respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, the Joint Bookrunners or any other
person that would permit a public offering of the Placing Shares,
or possession or distribution of this Announcement, in any country
or jurisdiction where action for that purpose is required; and
that, if the Investor is in a relevant EEA member state, it is: (i)
a legal entity which is authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; (ii) a legal
entity which has two or more of: (a) an average of at least 250
employees during the last financial year; (b) a total balance sheet
of more than EUR43,000,000; and (c) an annual net turnover of more
than EUR50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Regulation or other applicable laws; or
(iv) in the case of any Placing Shares acquired by an Investor as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, either:
(A) 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 placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Rules, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to the placing or resale;
or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Rules as having been made to such persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa or where to do so may contravene local securities laws
or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xiv) the Company, the Registrars or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xv) the Investor invests in or purchases securities similar to
the Placing Shares in the normal course of its business and it has
such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment
in the Placing Shares;
(xvi) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xvii) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xviii) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xix) the Investor is not a resident of Australia (other than in
the case of professional investors and sophisticated investors
resident in Australia), Canada, Japan or the Republic of South
Africa and acknowledges that the Placing Shares have not been and
will not be registered nor will a prospectus be prepared in respect
of the Placing Shares under the securities legislation of
Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, the Placing Shares may not be
offered or sold, directly or indirectly, in or into those
jurisdictions;
(xx) the Investor is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxi) in the case of a person who confirms to any of the Joint
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and/or who authorises any of the
Joint Bookrunners to notify such Investor's name to the Registrars,
that person represents that he has authority to do so on behalf of
the Investor;
(xxii) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Money Laundering Regulations 2017 and any other applicable law,
regulations or guidance concerning the prevention of money
laundering and, if it is making payment on behalf of a third party,
that: (i) satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party; and (ii) arrangements
have been entered into with the third party to obtain from the
third party copies of any identification and verification data
immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at the Joint
Bookrunners' discretion;
(xxiii) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, any of the
Joint Bookrunners and/or the Company may require proof of identity
of the Investor and related parties and verification of the source
of the payment before the application can be processed and that, in
the event of delay or failure by the Investor to produce any
information required for verification purposes, any of the Joint
Bookrunners and/or the Company may refuse to accept the application
and the moneys relating thereto. The Investor holds harmless and
will indemnify the Joint Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
(xxiv) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxv) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxvi) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the FPO; or (ii) a high
net worth entity falling within article 49(2)(a) to (d) of the FPO
or (ill) is a person to whom this announcement may otherwise be
lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxvii) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex 11/Article 24 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxviii) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of the Joint Bookrunners and the Company that: (i) it is a
qualified investor within the meaning of the law in that relevant
member state implementing Article 2(e) of the Prospectus
Regulation; and (ii) in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation: (A) the Placing Shares acquired
by it in the Placing have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, persons
in any relevant member state other than qualified investors, as
that term is defined in the Prospectus Regulation, or in other
circumstances falling within Article 3(2) of the Prospectus
Regulation and the prior consent of the Joint Bookrunners has been
given to the offer or resale; or (B) where Placing Shares have been
acquired by it on behalf of persons in any relevant member state
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;
(xxix) if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the
meaning of sections 708(11) and 708(8) respectively of the
Australian Corporations Act 2001 (Cth);
(xxx) represents and warrants that 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;
(xxxi) in the case of a person who confirms to any of the Joint
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and who is acting on behalf of a
third party, that the terms on which the Investor (or any person
acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(xxxii) the exercise by any of the Joint Bookrunners of any
rights or discretions under the Placing Agreement shall be within
the absolute discretion of the Joint Bookrunners and none of the
Joint Bookrunners need not have any reference to any Investor and
shall have no liability to any Investor whatsoever in connection
with any decision to exercise or not to exercise or to waive any
such right and each Investor agrees that it shall have no rights
against the Joint Bookrunners or any of their directors or
employees under the Placing Agreement;
(xxxiii) it irrevocably appoints any director of any of Cenkos
or Canaccord (as relevant to its participation in the Placing) as
its agent for the purposes of executing and delivering to the
Company and/or the 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 and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxiv) it will indemnify and hold the Company, the Joint
Bookrunners 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 paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxv) the Joint Bookrunners may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for its own
account and, except as required by applicable law or regulation,
the Joint Bookrunners will not make any public disclosure in
relation to such transactions; and
(xxxvi) the Joint Bookrunners and each of their respective
affiliates, each acting as an investor for its or their own
account(s), may bid or subscribe for and/or purchase Placing Shares
and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by either of the Joint Bookrunners and/or any of their
respective affiliates, acting as an investor for its or their own
account(s). Neither the Joint Bookrunners nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of each of the foregoing representations, warranties
and undertakings.
(l) Supply and disclosure of information
If any of the Joint Bookrunners, the Registrars or the Company
or any of their respective agents request any information about an
Investor's agreement to acquire Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Joint Bookrunners, the Registrars
and the Company under these terms and conditions are in addition to
any rights and remedies which would otherwise be available to each
of them, and the exercise or partial exercise of one will not
prevent the exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to any of the Joint Bookrunners:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
relevant Joint Bookrunner.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the Joint
Bookrunners.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of the Joint Bookrunners, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) The Joint Bookrunners and the Company each expressly
reserve the right to modify the Placing (including, without
limitation, its timetable and settlement) at any time before
allocations of Placing Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
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END
IOEURSVRUAUVAAR
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May 10, 2022 11:44 ET (15:44 GMT)
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