TIDMEMAN
RNS Number : 1381J
Everyman Media Group PLC
08 April 2020
THIS ANNOUNCEMENT (TOGETHER WITH THE APPIX, THE "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, NEW ZEALAND, THE REPUBLIC OF IRELAND, SWITZERLAND, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
8 April 2020
Everyman Media Group PLC
("Everyman" the "Company" or the "Group")
Placing to raise up to GBP17.5 million
Everyman Media Group (AIM: EMAN), the independent, premium
cinema group, today announces its intention to conduct an
accelerated bookbuild placing to raise gross proceeds of up to
GBP17.5 million (the "Placing"), at a price of 100 pence per new
ordinary share of 10 pence each (the "Placing Price").
The Placing proceeds will be used to further strengthen the
Group's balance sheet and protect its sites against an extended
closure period should the impact from COVID-19 continue into the
Summer months, in addition to ensuring prudent levels of debt and
allowing the Group to re-engage with its expansion and investment
programme in due course.
The Placing is being conducted by an accelerated book building
process which will commence immediately following the publication
of this Announcement in accordance with the terms and conditions
set out in the Appendix.
The Placing Price represents a discount of 7.0 per cent. to the
previous day closing share price of 107.5 pence per share on 7
April 2020.
The Placing is being conducted by Canaccord Genuity Limited
("Canaccord Genuity") as Nomad, Sole Bookrunner and Broker (the
"Bookrunner").
For further information, please contact: Everyman Media Group PLC
Crispin Lilly Tel : +44 (0)20
3145 0500
Elizabeth Lake
Canaccord Genuity Limited - Nominated Tel: +44 (0)20 7523
Adviser, Sole Bookrunner and Broker 8000
Bobbie Hilliam
Richard Andrews
Georgina McCooke
Alma PR (Financial PR Advisor) Tel: +44 (0)20
3405 0205
Rebecca Sanders-Hewett
Susie Hudson
Harriet Jackson
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section 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.
The person responsible for arranging the release of this
information is Crispin Lilly, Chief Executive Officer of the
Company.
ADDITIONAL INFORMATION
Expected Timetable
Expected date for Circular to be posted to on or around 9 April
Shareholders 2020
Latest time and date for receipt of Forms 10.00 a.m. on 27
of Proxy April 2020
General Meeting 10.00 a.m. on 29
April 2020
Expected admission and dealings in the Placing on or around 30 April
Shares expected to commence on AIM 2020
Expected date for CREST accounts to be cr 30 April 2020
edited for Placing Shares to be held in uncertified
form
Despatch of definitive share certificates by 14 May 2020
in re spect of the Placing Shares to be held
in certificated form, if applicable
Notes:
1. Each of the times and dates above are indicative only and
if any of the details contained in the timetable above should
change, the revised times and dates will be notified to Shareholders
by means of an announcement through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise
stated.
3. All events listed in the above timetable following the
General Meeting are conditional on the passing at the General
Meeting of the Resolutions.
Background to and Reasons for the Placing
On 17 March 2020, the Company announced that following guidance
provided by the UK government on 16 March 2020 in relation to the
COVID-19, the Board of Everyman took the decision to close its
cinema venues to guests until further notice.
Since 17 March 2020, the Board has taken a number of actions to
reduce the impact on the Group of its cinemas being closed. These
have included the following:
- use of the Government furlough job retention scheme and other
applicable Government funding available as at the date of this
announcement;
- 50 per cent. salary reductions for executive and non-executive directors
- re-negotiation of payment terms and conditions with
approximately one-third of the landlords from which the Group
leases space. The Group remains in discussions with its remaining
landlords who, to date, have not agreed to any variation of payment
terms and conditions. The Group has not paid certain lease payments
that have fallen due as it seeks to progress discussions with
landlords about variations in payment terms and conditions.
- significant reduction in administrative expenses
Following full implementation of the above actions and receipt
of funds from the Government, the Company expects its monthly cost
base to be GBP0.9 million. In addition to this cost base, the
Company still has interest payments and certain legacy capital
expenditure payments that require payment.
As set out in the final results of the Company for the 52 weeks
ended 2 January 2020 announced on 19 March 2020, the Company is
reliant on its loan facilities for its working capital. As at the
date of this announcement, the Company has drawn down approximately
GBP14.0 million of its available GBP30.0 million facility. In the
event that the Group is required to keep its cinemas closed for a
period beyond mid-May 2020 the Company is expected to breach the
June 2020 financial covenants in its loan facilities. The Board has
had positive discussions with its lenders, who have communicated a
willingness to recommend covenant waivers and replace the current
financial covenants with a liquidity focused covenant through this
period of uncertainty.
Subject to continued lender support, the Placing proceeds allow
the Company to operate within its loan facilities in the event that
it is unable to re-open its cinemas for a period of up to nine
months. The Directors are unable to predict future Government
guidance in relation to public gatherings and its impact on when
cinemas can re-open, and they therefore believe that a prudent
approach to future debt levels is appropriate. The Directors,
therefore, consider the Placing to be in the best interests of the
Company and its Shareholders as a whole.
The Placing
The Company proposes to raise approximately GBP17.5 million,
before expenses, and GBP16.8 million, after the expenses of the
Placing (excluding VAT) conditional on the passing of the
Resolutions at the General Meeting and subject to Admission. The
Placing Shares will be conditionally placed by Canaccord Genuity,
as agent for the Company, with institutional and other investors
(including the Directors and certain related parties - see further
below). Application will be made for the Placing Shares to be
admitted to trading on AIM and dealings are expected to commence on
30 April 2020.
The Placing Shares will, when issued pursuant to the Placing,
represent approximately 19.2 per cent. of the Enlarged Share
Capital. The Placing Shares will, following Admission, rank in full
for all dividends and distributions declared, made or paid in
respect of the issued Ordinary Share capital of the Company after
the date of their issue and will otherwise rank pari passu in all
other respects with the Existing Ordinary Shares. The Placing Price
represents a 7.0 per cent. discount to the closing mid-market price
of 107.5 pence per Ordinary Share as at 7 April 2020 (being the
latest practicable date prior to the date of this
announcement).
Canaccord Genuity, as agent for the Company, has agreed to use
its reasonable endeavours to procure subscribers for the Placing
Shares at the Placing Price. The Placing is not underwritten. The
Placing is conditional, inter alia, upon:
* Shareholders approving the Resolutions at the General
Meeting that will grant to the Directors the
authority to allot the Placing Shares and the power
to disapply statutory pr e-emption rights in re spect
of the Placing Shares;
* the Placing Agreement becoming unconditional and not
having been terminated in accor dance with its terms
prior to Admission; and
* Admission becoming effective not later than 31 May
2020 or such later date as Canaccord Genuity and the
Company may agree.
Directors' and related parties' proposed participation in the
Placing
As part of the Placing, certain Directors have indicated their
intention to subscribe for Placing Shares at the Placing Price.
Details of the Placing Shares for which the Directors have
indicated their intention to subscribe and their resultant
shareholdings are displayed below.
Director Number of Ordinary Number of Placing Resultant Percentage
Shares held before Shares to be Subscribed shareholding of Enlarged
the Placing for as part of after the Share Capital
the Placing Placing
Elizabeth
Lake -- 10,000 10,000 0.01%
Adam Kaye 5,349,956 100,000 5,449,956 6.0%
Paul Wise 2,756,752 200,000 2,956,752 3.3%
Michael Rosehill 198,710 20,000 218,710 0.2%
Phillip Jacobson 86,336 30,000 116,336 0.1%
In addition to the above, Blue Coast Private Equity L.P. ("Blue
Coast") has indicated a willingness to subscribe for 3,500,000
Placing Shares pursuant to the Placing at the Placing Price.
Following Admission, Blue Coast would have an interest in
17,298,639 Ordinary Shares, representing 19.0 per cent. of the
Enlarged Share Capital. Michael Rosehill is a director of Blue
Coast Private Equity L.P. and, therefore, also has an indirect
interest in the shareholding of Blue Coast Private Equity L.P.
Adam Kaye, Paul Wise and Michael Rosehill are considered a
"related party" (as defined by the AIM Rules) of the Company by
virtue of being directors of the Company. Blue Coast are considered
a "related party" (as defined by the AIM Rules) of the Company by
virtue of being an existing substantial shareholder in the Company
and Michael Rosehill being a director.
General Meeting
A General Meeting to consider and approve the allotment of the
Placing Shares will be held at Everyman Cinema, 5 Holly Bush Vale,
Hampstead London NW3 6TX, at 10.00 a.m. on 29 April 2020. A
circular will be made available to shareholders on 9 April 2020 and
will also be made available on the Company's website at
www.investors.everymancinema.com/.
Directorate Change
Further to the Company update announcement of 17 March 2020, the
Company confirms that Streisan Bevan, Non-Executive Director, has
stepped down from the Board, effective 17 March 2020.
Recommendation
The Directors consider the Placing to be in the best interests
of the Company and the Shareholders as a whole and, accordingly,
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to
do in respect of their own beneficial holdings amounting, in
aggregate, to 14,261,781 Existing Ordinary Shares, representing
approximately 19.4 per cent. of the Existing Ordinary Shares.
IMPORTANT NOTICE
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness.
This Announcement, including the Appendix, is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement, including the
Appendix, is not an offer of securities for sale in the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
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, into or within
Australia, Canada, New Zealand, the Republic of Ireland, Japan, 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.
This Announcement, including the Appendix, is for information
purposes only and is not intended to and does not contain or
constitute or form part of any offer or any solicitation to
purchase or subscribe for securities in Australia, Canada, New
Zealand, the Republic of Ireland, Japan, the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's group
or Canaccord Genuity or any of their respective directors,
officers, partners, employees, agents or advisers or any other
person as to the accuracy or completeness of the information or
opinions contained in this Announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this Announcement.
Canaccord Genuity is authorised and regulated by the Financial
Conduct Authority ("FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Canaccord Genuity will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
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 Canaccord Genuity or by any of its
Affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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
Company.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Any
forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or applicable law, the Company
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained in this announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE BROKER, "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B)
IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND THE
BROKER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Broker
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
the Broker confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. It is expected that the Placing will raise up to
GBP17.5 million in gross proceeds. The Placing is not being
underwritten by the Broker or any other person.
The Placing Shares will be issued on or around 30 April 2020.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after
the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under EMAN with ISIN
GB00BFH55S51.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 30 April
2020 (the " Admission"). In any event, the latest date for
Admission is 31 May 2020 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Broker is arranging the Placing as agent for, and broker to, the Company.
2. The number of Placing Shares to be issued will be agreed
between the Broker and the Company following completion of a
bookbuilding exercise by the Broker (the "Bookbuild"). The results
of the Bookbuild will be released through a Regulatory Information
Service following the completion of the Bookbuild. The Broker shall
be entitled to effect the Placing by such alternative method to the
Bookbuild as it may, in its absolute discretion following
consultation with the Company, determine.
3. The Bookbuild is expected to close no later than 8:00 a.m. on
9 April 2020 but may be closed earlier or later at the discretion
of the Broker. The Broker may, in agreement with the Company,
accept bids received after the Bookbuild has closed.
4. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Broker. The Broker is entitled to participate in the Placing as
principal.
5. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by the
Broker and a trade confirmation or contract note has been or will
be dispatched as soon as possible thereafter. The Broker's oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Broker and the Company, under which it
agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the Broker's consent, such commitment will not be capable of
variation or revocation.
6. Each Placee's allocation will, unless otherwise agreed
between the Placee and the Broker, be evidenced by a trade
confirmation or contract note issued to each such Placee by the
Broker. The terms and conditions of this Announcement (including
this Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be
legally binding on the Placee on behalf of which it is made and,
except with the Broker's consent, will not be capable of variation
or revocation from the time at which it is issued.
7. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Broker (as agent for the Company),
to pay to the Broker (or as the Broker may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Broker or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
10. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
11. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither the Broker nor
any of its Affiliates shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise
whether or not a recipient of these terms and conditions) in
respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Broker and its Affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Broker nor any of its
Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing or of such alternative method of
effecting the Placing as the Broker and the Company may
determine.
Conditions of the Placing
The Broker's obligations under the Placing Agreement in respect
of, amongst other things, the Placing are conditional on, inter
alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 4.30 p.m. on 8 April 2020;
2. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
3. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
4. none of the warranties given in the Placing Agreement being
untrue, inaccurate or misleading at any time between the date of
the Placing Agreement and Admission, as though they had been given
and made on such date by reference to the facts and circumstances
then subsisting, and no matter having arisen prior to Admission
which might reasonably render any of the warranties untrue or
inaccurate or misleading in any respect if it was repeated as at
Admission;
5. the allotment of the Placing Shares, conditional only upon
admission of such Ordinary Shares to trading on AIM becoming
effective in accordance with Rule 6 of Part 1 of the AIM Rules;
6. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of Part 1 the AIM Rules not
later than 8.00 a.m. on 30 April 2020 or such later date as may be
agreed in writing between the Company and the Broker, but in any
event not later than 8.00 a.m. on the Long Stop Date; and
7. the Placing Agreement not having been terminated by the Broker.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may
notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Broker may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither the Broker, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Broker.
Right to terminate the Placing Agreement
The Broker is entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before Admission (in respect of the Placing):
1. the Company has failed to or is unable to comply with any of
its obligations under the Placing Agreement and, in the reasonable
opinion of the Broker, acting in good faith, such failure or
inability would materially prejudice the Placing;
2. the Broker becomes aware that any of the warranties given in
the Placing Agreement were not, when given, or have 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 time and, in the reasonable opinion of the
Broker, acting in good faith, such breach of warranty would
materially prejudice the Placing;
3. the Broker becomes aware that any statement contained in any
of the Placing Documents (as defined in the Placing Agreement) has
become or been discovered to be untrue, inaccurate or misleading or
that there has been a material omission therefrom and, in the
reasonable opinion of the Broker, acting in good faith, this would
materially prejudice the Placing;
4. there has occurred, in the opinion of the Broker, acting in
good faith, a material adverse change or any development reasonably
likely to involve a prospective material adverse change, in the
condition (financial, operational, legal or otherwise) or the
earnings, business affairs or business prospects of the Company or
the Group which is material in the context of the Group taken as a
whole, whether or not arising in the ordinary course of business
and whether or not foreseeable at the date of the Placing
Agreement, since the date of the Placing Agreement;
5. the AIM Application being refused by the London Stock Exchange; or
6. there having occurred: (i) any change, or development
involving a prospective change, in national or international,
military, diplomatic, monetary, economic, political, financial,
industrial or market conditions (including a material worsening of
the COVID-19 outbreak) or exchange rates or exchange controls, or
any incident of terrorism or outbreak or escalation of hostilities
or any declaration by the UK or the US of a national emergency or
war or any other calamity or crisis; or (ii) a suspension of
trading in securities generally on the London Stock Exchange or New
York Stock Exchange or trading is limited or minimum prices
established on any such exchange; or (iii) a declaration of a
banking moratorium in London or by the US federal or New York State
authorities or any material disruption to commercial banking or
securities settlement or clearance services in the US or the UK,
which, in the reasonable opinion of the Broker, acting in good
faith, would or would be likely to prejudice materially the Company
or the Placing, or make the success of the Placing doubtful or
makes it impracticable or inadvisable to proceed with the Placing,
or render the creation of a market in the ordinary share capital of
the Company temporarily or permanently impracticable.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker and that the Broker need not make
any reference to Placees in this regard and that neither the Broker
nor any of its Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information"). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange Information
and/or Publicly Available Information), representation, warranty or
statement made by or on behalf of the Company or the Broker or any
other person and neither the Broker, the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Broker, the Company or their respective officers,
directors, employees or agents. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Broker
are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Lock-up Arrangements
The Company has undertaken to the Broker that, between the date
of the Placing Agreement and the later of (i) 180 days after the
date of Admission; and (ii) publication of the unaudited interim
results of the Company for the financial period ending 3 July 2020,
it will not, without the prior written consent of the Broker, allot
or issue, or enter into any agreement or arrangement which would
give rise to an obligation or an increased obligation (in each case
whether contingent or otherwise) to allot or issue, any share or
any instrument or security convertible into a share in the capital
of the Company (save for the allotment and issue of Ordinary Shares
pursuant to the Placing and the grant and exercise of options
pursuant to the option schemes, agreements and arrangements
disclosed in the Circular/Press Announcement and/or Note 31 to the
Accounts (in each case, as defined in the Placing Agreement)).
By participating in the Placing, Placees agree that the exercise
by the Broker or any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to
the lock-up provisions under the Placing Agreement shall be within
the discretion of the Broker and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by the Broker in accordance with the standing
CREST settlement instructions which they have in place with the
Broker.
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") provided that, subject
to certain exceptions, the Broker reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement of the Placing Shares will be on
30 April 2020 unless otherwise notified by the Broker and Admission
is expected to occur by 30 April 2020 or such later time as may be
agreed between the Company and the Broker, not being later than the
Long Stop Date.
Subject to the conditions set out above, payment in respect of
the Placees' allocation is due as set out below. Each Placee should
provide its settlement details in order to enable instructions to
be successfully matched in CREST. The relevant settlement details
for the Placing Shares are as follows:
CREST Participant ID of Canaccord Genuity: 805
Expected Trade Date: 8 April 2020
Expected Settlement Date: 30 April 2020
ISIN code for the Placing Shares: GB00BFH55S51
Deadline for Placee to input instruction into CREST 27 April 2020
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Broker account and benefit (as agent for
the Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify the Broker on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
the Broker such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Broker lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Broker nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Broker (for itself and on
behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements, undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
2. that the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable
information concerning any other publicly traded company without
undue difficulty;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Broker of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Broker and the Broker need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Broker or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
5. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares. Each
Placee agrees that neither the Company, the Broker nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(2) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of the Broker 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 Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Regulation as
having been made to such persons;
7. that neither it nor, as the case may be, its clients expect
the Broker to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
8. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither the Broker or the Company nor any of their
respective Affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested the Broker, the Company or any of their respective
Affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
9. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
10. that neither the Broker or the Company nor any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the
Publicly Available Information;
11. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
12. that, unless specifically agreed with the Broker, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of Ireland, the Republic of South Africa
or Japan or a corporation, partnership or other entity organised
under the laws of Canada, Australia, New Zealand, the Republic of
Ireland, the Republic of South Africa or Japan and that it will not
offer, sell, renounce, transfer or deliver, directly or indirectly,
any of the Placing Shares in Canada, Australia, New Zealand, the
Republic of Ireland, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, New
Zealand, the Republic of Ireland, the Republic of South Africa or
Japan and each Placee acknowledges that the relevant exemptions are
not being obtained from the Securities Commission of any province
of Canada, that no document has been or will be lodged with, filed
with or registered by the Australian Securities and Investments
Commission or Japanese Ministry of Finance and that the Placing
Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into
Canada, Australia, New Zealand, the Republic of Ireland, the
Republic South Africa or Japan;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
16. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Broker may in its discretion determine
and without liability to such Placee;
17. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
18. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
19. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Broker;
20. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
21. that, unless otherwise agreed by the Broker, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
22. that, unless otherwise agreed by the Broker, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
23. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24. that any money held in an account with the Broker (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker (or its nominee) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
25. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
26. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
27. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
28. that it appoints irrevocably any director of the Broker as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
29. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company, save as
previously disclosed to Canaccord;
30. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
31. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
32. that it will indemnify and hold the Company and the Broker
and its Affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
33. that time shall be of the essence as regards its obligations
pursuant to this Appendix;
34. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
35. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
36. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Broker such evidence, if any,
as to the identity or location or legal status of any person which
the Broker may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Broker on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Broker may decide
in its absolute discretion;
37. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
38. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
39. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
40. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
41. that the Broker owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
42. that the Broker or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
43. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
44. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker and their respective Affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Broker for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Broker will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the
Company and/or the Broker have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Broker
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Broker or by any of their respective Affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Act the Companies Act 2006, as may be amended from time to time
Admission the admission of the Placing Shares issued pursuant to the Placing to
trading on AIM becoming
effective in accordance with Rule 6 of part 1 of the AIM Rules
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time to time
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the London Stock
Exchange setting out the
eligibility, on-going obligations and certain disciplinary matters in
relation to nominated
advisers, as may be amended from time to time
Announcement means this announcement (including the Appendix to this announcement)
Board or Directors the board of directors of the Company
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open
for general business
in London, England
Canaccord Genuity Canaccord Genuity Limited, the Company's nominated adviser and broker in
relation to the Placing
(company number: 01774003) whose registered office is at 88 Wood Street,
London, EC2V 7QR
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
C ircular the circular to Shareholders containing the Notice of General Meeting to
be posted to Shareholders
on 9 April 2020
Company Everyman Media Group PLC, a company incorporated in England and Wales with
registered number
08684079 whose registered office is at Studio 4, 2 Downshire Hill,
Hampstead, London NW3 1NR
CREST the computerised settlement system to facilitate transfer of title to or
interests in securities
in uncertificated form operated by Euroclear UK & Ireland Limited
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force
Enlarged Share Capital the Ordinary Shares in issue immediately following the issue and allotment
of the Placing
Shares
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
Executive Directors Crispin Lilly, Elizabeth Lake, Paul Wise and Adam Kaye
Existing Ordinary Shares the 73,595,469 Ordinary Shares in issue as at the date of this
Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from time
to time
General Meeting the general meeting of the Company to be held on 29 April 2020, notice of
which is set out
in the Circular, and any adjournment thereof
Group the Company, together with its subsidiaries and subsidiary undertakings
ISIN International Securities Identification Number
London Stock Exchange London Stock Exchange plc
Notice of General Meeting the notice of the General Meeting, which is set out at the end of the
Circular
Ordinary Shares ordinary shares of 10 pence each in the capital of the Company
Placing the conditional placing of the Placing Shares on the terms and subject to
the condition of
the Placing Agreement
Placing Agreement the conditional placing agreement entered into between the Company and
Canaccord Genuity on
the date of this announcement
Placing Price 100 pence per Placing Shares
Placing Shares up to 17,500,000 Ordinary Shares which are proposed to be placed in
accordance with the terms
of the Placing
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Resolutions the resolutions to be proposed at the General Meeting, as set out in the
Notice of General
Meeting
Securities Act the US Securities Act of 1933, as amended
Shareholder(s) holder(s) of Ordinary Shares
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form a share or security recorded in the Company's register of members as being
held in uncertificated
form, title to which may be transferred by means of CREST
US or United States the United States of America
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEUBAURRUUSRUR
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April 08, 2020 02:00 ET (06:00 GMT)
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