TIDMEYE
RNS Number : 3261G
Eagle Eye Solutions Group PLC
26 May 2017
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
26 May 2017
Eagle Eye Solutions Group PLC
("Eagle Eye" or the "Company")
Proposed Placing to raise up to GBP6.0 million
Eagle Eye (AIM: EYE), the SaaS technology company that validates
and redeems digital promotions in real-time for the grocery, retail
and hospitality industries, is pleased to announce that it proposes
to raise up to approximately GBP6.0 million (before expenses)
through the conditional placing of up to 2,666,667 new ordinary
shares of 1p each ("Ordinary Shares") in the Company ("Placing
Shares") at a price of 225.0 pence per Placing Share (the "Placing
Price") (the "Placing"). The net proceeds of the Placing will be
predominantly used to invest in operational and marketing
capabilities to capitalise on recent momentum in the business and
pursue growth opportunities.
Highlights
-- Opportunity to build on the UK success achieved to date,
target expansion in Canada and North America from the Group's
existing relationship with Loblaws Inc ("Loblaws") and capitalise
on the Company's partnership with TCC Global in Europe;
-- Investment to be funded by internally generated cashflow and
the net proceeds of the Placing of approximately GBP5.8
million;
-- Investment will focus on operational and marketing
capabilities and also support the working capital requirements of
the growing business;
-- A proportion of the net proceeds will also be earmarked to
support any significant new customer wins;
-- Investment is to be made during the current financial year
and the two financial years ending 30 June 2019, the majority of
which is expected to be incurred as operating expenses over and
above the Board's current expectations, with some potential impact
in the current financial year;
-- The Board expects to close the financial year ending 30 June
2017 slightly ahead of management's revenue expectations as a
result of small exploratory investments in key areas which have
started to deliver early returns;
-- Certain members of the Board and persons discharging
managerial responsibility ("PDMRs") have indicated an interest in
subscribing for 678,870 Placing Shares which at the Placing Price
equates to approximately GBP1.5 million in aggregate;
-- Placing conditional on, inter alia, the passing of the
Resolutions which are to be proposed at a General Meeting of the
Company to be held on 12 June 2017 and Admission taking place by no
later than 13 June 2017; and
-- Investec Bank plc ("Investec") is acting as nominated adviser
and sole broker to the Company.
Tim Mason, Chief Executive of Eagle Eye, said:
"Eagle Eye has delivered operational momentum and we are seeing
increasing demand from retailers and brands for our proven and
scalable technology to drive a structural shift in their digital
marketing capabilities.
"The proposed placing will help Eagle Eye to significantly
strengthen the marketing and operational capabilities that underpin
our growth strategy and, ultimately, capitalise on our strong
first-mover advantage to deliver additional value to our customers
and shareholders alike."
A circular, extracts of which are set out below, containing a
notice of General Meeting of the Company (the "Circular"), convened
for 9.30 a.m. on 12 June 2017 to be held at the offices of Taylor
Wessing LLP, 5 New Street Square, London EC4A 3TW, is expected to
be sent to Shareholders today, outlining the terms of the Placing
and convening the General Meeting at which the Resolutions will be
tabled. A copy of the Circular will also be made available on the
Company's website, www.eagleeye.com.
Capitalised terms not otherwise defined in the text of this
Announcement are defined in the Appendix to this Announcement.
For further information, please contact:
+44 (0)844 824
Eagle Eye Solutions Group PLC 3686
Tim Mason, Chief Executive Officer
Lucy Sharman-Munday, Chief Financial
Officer
Investec (Nominated Adviser and +44 (0)20 7597
Broker) 5970
Dominic Emery / David Anderson,
Corporate Finance
Matt Lewis / Rob Baker, Corporate
Broking
+44 (0)20 7796
Hudson Sandler 4133
Nick Lyon / Alex Brennan / Hattie
O'Reilly
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Information on Eagle Eye
www.eagleeye.com
Eagle Eye is a leading SaaS technology company that securely
validates and redeems digital promotions in real-time for the
grocery, retail and hospitality industries.
The Company's digital marketing platform, Eagle Eye AIR, enables
the secure, real-time, multi-channel issuance, management and
redemption of digital promotions and rewards, replacing previously
used paper-based methods. Our Eagle Eye platform creates a network
effect between merchants, distributors and brands enabling stronger
connections and value to all parties. Through our four products we
enable brands and merchants to reduce cost, improve their customer
offer and accelerate their innovation.
The Company's current customer base includes leading names in UK
grocery, retail and hospitality including Asda, J Sainsbury,
Greggs, JD Sports, Ladbrokes, Marks & Spencer, Mitchells &
Butlers, Pizza Express, Tesco and Thomas Pink.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" 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.
IMPORTANT NOTICES
This Announcement is not an offer of securities for sale, or
solicitation of an offer to purchase securities, in the United
States. The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any
state or jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in the United States
unless the Placing Shares are registered under the US Securities
Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act,
in each case in compliance with any applicable securities laws of
any state or other jurisdiction of the United States. There will be
no public offering of the Placing Shares in the United States.
This announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish 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.
Investec Bank plc is authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the Financial Conduct Authority ("FCA")
and is acting exclusively for the Company and no one else in
connection with the Placing and 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 Investec or by any of its 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 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 years would necessarily match or exceed the
historical published earnings per share of the Company.
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.
Proposed Placing to raise up to GBP6.0 million
Introduction
Eagle Eye, the SaaS technology company that validates and
redeems digital promotions in real-time for the grocery, retail and
hospitality industries, is pleased to announce that it proposes to
raise up to approximately GBP6.0 million (before expenses) through
the conditional placing of up to 2,666,667 Placing Shares at a
price of 225.0 pence per Placing Share. The net proceeds of the
Placing will be predominantly used to invest in operational and
marketing capabilities to capitalise on recent momentum in the
business and pursue growth opportunities.
The Placing is conditional, inter alia, upon the Company
obtaining approval from Shareholders to grant the Board authority
to allot the Placing Shares and to disapply statutory pre-emption
rights which would otherwise apply to the allotment of the Placing
Shares, and Admission. In the event that the Company does not
receive authority to allot the Placing Shares at the General
Meeting, the Placing will not proceed and the Placing Shares will
not be issued.
The Placing Shares will represent approximately 11.9 per cent.
of the Ordinary Shares in issue as at the date hereof ("Existing
Ordinary Shares") and the Placing Price will represent a discount
of approximately 17.6 per cent. to the closing mid-market price of
273.0 pence per Existing Ordinary Share on 25 May 2017, being the
latest practicable date prior to the publication of this
Announcement. The Placing Price will represent a premium of 7.3 per
cent. to the volume weighted average share price of the last 30
days of 209.7 pence per Existing Ordinary Share.
Background to and reasons for the Placing
Following Tim Mason's appointment as Chief Executive Officer in
September 2016, the Company has delivered an improving trend
against its core strategic and financial pillars: 'Win', bringing
more customers on to the Eagle Eye AIR platform; 'Transact',
driving higher redemption volumes through the platform; and
'Deepen', enriching relationships with customers utilising the
breadth of the Group's product portfolio.
Win
As reported in the Company's interim results for the six months
ended 31 December 2016 (the "2017 Interim Results") on 14 March
2017, the Company has made continued progress in adding new brands
and retailers to its AIR platform. This momentum has continued in
the second half of the current financial year ending 30 June 2017
with the signing of (i) a strategic partnership with TCC Global, a
leading retail marketing company specialising in creating retail
marketing programmes and continuity loyalty schemes, allowing Eagle
Eye to extend its digital promotions offer into the European
loyalty market, and (ii) a three year contract with John Lewis for
the deployment of its AIR platform.
Transact
The volume of transactions through the Company's platform
increased by approximately 81 per cent. to approximately 25.2
million in the six months to 31 December 2016, supported by Asda's
nationwide roll-out from November 2015. As customers recognise the
scale and depth of the platform, the Company has been able to win
an increasing number of brand campaigns. The significant uplift to
redemptions from such brand campaigns supports the customer
offering that Eagle Eye can successfully drive higher redemption
rates through the power of its digital platform.
Deepen
The Company made significant progress in deepening its tier 1
client relationships during the six months ended 31 December 2016
with approximately 52 per cent. of revenue, GBP2.6 million (H1
2016: approximately 29 per cent., GBP0.9 million) being generated
by extending its service offering within major clients. The
embedding of Eagle Eye's technology within these clients is a
strong demonstration of the capability and reliability of its
technology as a digital marketing platform.
With growth and momentum on KPIs, the Board believes there is a
strategic opportunity to capitalise on existing relationships and
reference points, including those with Loblaws in Canada and TCC
Global in Europe, and is confident the business is on track to
deliver against management's strategic and financial goals.
Use of proceeds
The net proceeds of the Placing of approximately GBP5.8 million
are expected to allow the Group to capitalise on recent successes
through supporting increased operating expenditure in key areas of
sales, technical expertise and client management, combined with
continued investment in infrastructure to support the delivery of
'best in class' customer service. In addition, the Company intends
to invest approximately GBP0.5 million in product marketing and
brand positioning. The funds raised will also provide the Company
with the required level of working capital to support new customer
wins in the medium term.
Specifically, the investment programme outlined below is
expected to be part funded by the net proceeds of the Placing,
together with internally generated free cash flow. This investment
is expected to be made during the current financial year ending 30
June 2017 and during the subsequent two financial years ending 30
June 2019, with some potential impact in the current financial
year. The majority of the investment of the net proceeds of the
Placing in the business is expected to be incurred as operating
expenses over and above the Board's current expectations during the
period of investment.
UK - approximately GBP0.5 million
The Company is seeking to capitalise on its momentum in the UK
to date, a proven market for Eagle Eye. There remains a large
opportunity for growth, building on the addition of two tier 1
grocers to the platform, J Sainsbury and Asda, in 2015 and 2016
respectively. In addition, the Company seeks to capitalise on
opportunities present in the food & beverage sector where the
Group has been successful in securing six out of 10 of the top UK
food & beverage branded outlet providers as customers (source:
Allegra Strategies Research Analysis 2013). Continued investment in
sales and technical expertise, together with the client
relationship team, will also position the Group to deepen its
foothold with existing customers.
Canada and North America - approximately GBP3.0 million
The Company intends to seize upon the success of its
relationship with Loblaws through increased investment in a senior
operations and support team, the infrastructure available to scale
and serve growth in the North American market, as well as the
associated increased logistical costs incurred as a result. An
executive strategic support team will be targeting significant
addressable markets across grocery, other retail and food &
beverage.
TCC Global Partnership and Europe - approximately GBP1.0
million
The Company's partnership with TCC Global has opened up an
opportunity to target key retailers across continental Europe to
not only sell Eagle Eye's entry level product but also to deepen
newly formed relationships. In order to accelerate this
opportunity, investment is required to build the scale of sales and
technical support provided to TCC Global in the targeting and
conversion of identified clients as well as the increased
penetration of existing clients.
With the broad spread across geographies and customer targets,
the Board has also earmarked up to GBP1.0 million of net proceeds
from the Placing to be available to support any significant new
customer wins and capitalise on such opportunities quickly.
Current Trading and Outlook
As set out in the 2017 Interim Results, the Company delivered an
acceleration of the rate of half-on-half revenue growth, delivering
approximately 44 per cent. growth for the six months ended 31
December 2016 to approximately GBP5.1 million compared with
approximately 19 per cent. growth for the six months ended 31
December 2015 to approximately GBP3.0 million.
Since then, the business has continued to gain positive
traction, including the signing of two key milestone agreements,
the exclusive partnership with TCC Global and the contract with
John Lewis. The Company's success in winning new customers is
driving increased transactions through the AIR platform.
The Company is growing a strong pipeline of opportunities in the
retail sector across UK and Europe. With this in mind, the Company
has made small exploratory investments in key areas which have
started to deliver early returns.
Against this backdrop, the revenue momentum in the business has
continued in the second half of the current financial year and the
Board expects to close the financial year ending 30 June 2017
slightly ahead of management's revenue expectations.
The Placing
The Company proposes to raise up to approximately GBP6.0 million
(before expenses) by way of a conditional placing of up to
2,666,667 Placing Shares at a placing price of 225.0 pence per
Ordinary Share. The Placing Shares will represent approximately
10.6 per cent. of the entire issued share capital of the Company
immediately following Admission (assuming no exercise of share
options) (the "Enlarged Share Capital"). The Placing Price will
represent a discount of approximately 17.6 per cent. to the closing
middle market price of 273.0 pence per Ordinary Share on 25 May
2017 (being the latest practicable date prior to the date of this
Announcement).
Upon Admission, the Enlarged Share Capital is expected to
comprise 25,059,221 Ordinary Shares with one voting right per
share. The Company does not hold any shares in treasury. Therefore,
this figure of 25,059,221 Ordinary Shares may be used by
Shareholders following Admission as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of Eagle Eye under the FCA's Disclosure Guidance and
Transparency Rules.
The Placing Shares will rank pari passu in all respects with
each other and with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after Admission.
As a result of the number of Placing Shares to be issued
pursuant to the terms of the Placing, Shareholders who do not
participate in the Placing will experience dilution in their
ownership and voting interests.
The Placing Agreement
The Company has entered into the Placing Agreement with
Investec, pursuant to which, Investec has agreed to act as agent
for the Company to use its reasonable endeavours to place the
Placing Shares with institutional and other investors. The Placing
is not being underwritten.
The Placing Agreement is conditional upon, inter alia, the
Resolutions being duly passed at the General Meeting and Admission
becoming effective on or before 8.00 a.m. on 13 June 2017 (or such
later time and/or date as the Company and Investec may agree, but
in any event by no later than 8.30 a.m. on 30 June 2017). If any of
the conditions are not satisfied, the Placing Shares will not be
issued and all monies received from the placees will be returned to
them (at the placees' risk and without interest) as soon as
possible thereafter.
The Placing Agreement contains provisions entitling Investec to
terminate the Placing Agreement at any time prior to Admission in
certain circumstances that are customary for an agreement of this
nature, including circumstances where any of the warranties given
by the Company are found not to be true or accurate or were
misleading, or the occurrence of certain force majeure events. If
this right is exercised, the Placing will not proceed.
The Placing Agreement contains customary warranties given by the
Company to Investec in connection with the Company and its business
and a customary indemnity given by the Company to Investec in
respect of liabilities arising out of or in connection with the
Placing.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will occur and dealings will commence at 8.00 a.m.
on or around 13 June 2017 on which date it is also expected that
the Placing Shares will be enabled for settlement in CREST.
Directors' and PDMRs' participation in the Placing
The following Directors and PDMRs have indicated an interest to
subscribe, in aggregate, for 678,870 Placing Shares pursuant to the
Placing as follows:
Number Ordinary
Ordinary of Placing Shares
Shares Shares expected Percentage
held at expected to be of Enlarged
date of to be held post Share
Director Role this Announcement subscribed Admission** Capital**
Chief Executive
Tim Mason Officer 78,797 100,000 178,797 0.71%
Chief Financial
Lucy Sharman-Munday Officer 15,000 5,000 20,000 0.08%
Non-executive
Malcolm Wall Chairman 33,535 3,994 37,529 0.15%
Non-executive
Bill Currie Director 2,640,385 314,437 2,954,822 11.79%
Sir Terry Non-executive
Leahy Director 1,977,030 235,440 2,212,470 8.83%
Chief Operating
David Aylmer Officer* - 8,888 8,888 0.04%
Chief Sales
Helen Slaven Officer* - 11,111 11,111 0.04%
Note: * PDMR
** Assuming no change in the notified positions of the above
Shareholders and no other issuance of shares by the Company between
the date of this Announcement and Admission.
Recommendation
The Placing is conditional, amongst other things, upon the
passing of the Resolutions at the General Meeting. As mentioned
above, Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Placing will not proceed and
the Company will need to significantly scale back its strategic
expansion plans or seek alternative sources of finance to finance
such initiatives.
Accordingly, the Directors believe that the Placing is in the
best interests of the Company and Shareholders, taken as a whole
and the Directors unanimously recommend Shareholders vote in favour
of the Resolutions, as the Directors (who hold Ordinary Shares)
intend to do in respect of their own holdings of Ordinary Shares,
amounting to, in aggregate, 6,256,419 Ordinary Shares as at 25 May
2017, being the last practicable date prior to the date of this
Announcement, representing approximately 27.9 per cent. of Eagle
Eye's existing ordinary share capital.
Placing Statistics
Number of Ordinary Shares in issue
before the Placing 22,392,554
Number of Placing Shares to be issued
pursuant to the Placing 2,666,667
Placing Price 225.0 pence
Gross proceeds of the Placing GBP6.0 million
Estimated expenses of the Placing GBP0.2 million
Number of Ordinary Shares in issue
immediately following the Placing(*) 25,059,221
Placing Shares as a percentage of 10.6 per cent.
the Enlarged Share Capital
* Assuming that the Placing has completed and that no further
Ordinary Shares have been issued other than the Placing Shares and
no share options have been exercised.
Expected Timetable of Principal Events
2017
Anticipated date of posting 26 May
the Circular
Last time and date for receipt 9.30 a.m. on 8
of Proxy Forms and CREST Proxy June
Instructions
General Meeting 9.30 a.m. on 12
June
Admission and dealings in the 8.00 a.m. on 13
Placing Shares expected to June
commence on AIM
Where applicable, expected 13 June
date for CREST accounts to
be credited for Placing Shares
in uncertificated form
Where applicable, expected by 27 June
date for despatch of definitive
share certificates in respect
of Placing Shares in certificated
form
Notes:
1. References to times in this announcement are to London time
(unless otherwise stated).
2. The dates and timing of the events in the above timetable and
in the rest of this Announcement are indicative only and may be
subject to change.
3. If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement through a
Regulatory Information Service.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING 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 THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS: (A) WHO, IF IN THE UNITED KINGDOM, HAVE
BEEN SELECTED BY INVESTEC AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE
"ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF
THE ORDER; (B) WHO, IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, ARE "QUALIFIED INVESTORS" (AS DEFINED IN IN SECTION 86(7) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED, ("QUALIFIED
INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND
THE COUNCIL OF 4 NOVEMBER 2003 (TOGETHER WITH ANY IMPLEMENTING
DIRECTIVE MEASURE IN SUCH MEMBER STATES, THE "PROSPECTUS
DIRECTIVE")); (C) WHO, IF IN THE UNITED STATES, ARE "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE US
SECURITIES ACT); OR (D) ARE OTHERWISE PERSONS TO WHOM IT MAY
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT 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 ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON
ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF
THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO
MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE
UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF
ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE
FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (each such person
whose participation is accepted by Investec in accordance with this
Appendix being hereinafter referred to as a "Placee" and together,
as the "Placees"), will be deemed to have read and understood this
Announcement, including this Appendix, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements, and undertakings
contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it 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 ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Investec 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 Directive as having been
made to such persons; and/or
3. (a) it is not in the United States, (b) it is a dealer or
other professional fiduciary in the United States acting on a
discretionary basis for a non-US person (other than an estate or
trust) in reliance on Regulation S under the Securities Act; or (c)
it is otherwise acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the
Securities Act.
The Company and Investec will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. No action has been taken by the Company or Investec that
would permit an offering of such securities or possession or
distribution of this Announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purposes is required. This Announcement and
the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Canada, Australia, New Zealand, Japan or the Republic of
South Africa or in any jurisdiction in which such publication or
distribution is unlawful. Persons into whose possession this
Announcement may come are required by the Company to inform
themselves about and to observe any restrictions of transfer of
this Announcement. No public offer of securities of the Company is
being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. Furthermore, the Placing Shares
have not been recommended by any US federal or state securities
commission or regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
confirmed the accuracy or determined the adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The Placing Shares are being offered
and sold outside the United States in accordance with Regulation S
under the Securities Act.
The Placing Shares will not be lodged with or registered by the
Australian Securities and Investments Commission and are not being
offered for subscription or sale and may not be directly or
indirectly offered, sold, taken up, transferred or delivered in or
into Australia or to or for the account or benefit of any person or
corporation in (or with a registered address in) Australia. The
relevant clearances have not been, and will not be obtained from
the Ministry of Finance of Japan and no circular in relation to the
Placing Shares has been or will be lodged with or registered by the
Ministry of Finance of Japan. The Placing Shares may not therefore
be offered, taken up, transferred or sold, directly or indirectly,
in or into Japan, its territories and possessions and any areas
subject to its jurisdiction or to any resident of Japan. The
approval of the South African Exchange Control Authorities has not
been, and will not be, obtained in relation to the Placing Shares.
The Placing Shares may not therefore be offered, taken up,
transferred or sold directly or indirectly in or into South Africa
or to a resident of South Africa. The Placing Shares may not be
offered, taken up, transferred or sold directly or indirectly in or
into Canada or to a resident of Canada.
Any indication in this Announcement of the price at which Shares
have been bought or sold in the past cannot be relied upon as a
guide to future performance. 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 Company.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing
Investec has entered into the Placing Agreement with the Company
under which Investec has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable
endeavours to procure, as agent for the Company, subscribers for
the Placing Shares at the Placing Price.
The Placing Agreement contains customary undertakings and
warranties given by the Company to Investec including as to the
accuracy of information contained in this Announcement and the
Circular, to matters relating to the Company and its business and a
customary indemnity given by the Company to Investec in respect of
liabilities arising out of or in connection with the Placing.
The Placing is conditional upon, inter alia, the Resolutions
being passed by the requisite majorities at the General Meeting. A
circular explaining the background to and reasons for the Placing,
and containing the Notice of General Meeting will be sent to
shareholders. A copy of the Circular and the Notice of General
Meeting will also be available at the Company's website at
www.eagleeye.com.
The Placing is also conditional upon, inter alia, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
Investec has absolute discretion as to the enforcement of any
obligations, undertakings, representations and warranties of the
Company in the Placing Agreement and the making of any amendments
to the Placing Agreement.
Investec has no responsibility or liability to the Placees in
relation to the exercise of its discretion or in relation to any
other right or discretion given to it or which it is entitled to
exercise, whether under the Placing Agreement or otherwise.
The Placing Shares will, when issued, be issued free of any
right of pre-emption, third-party right or interest, encumbrance,
lien or other security interest and credited as fully paid and will
rank pari passu in all respects with the existing Shares, including
the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of the Shares after the
relevant date of issue of the Placing Shares.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of its Shares in the
period of 180 days from the date of Admission without the prior
consultation with, and written consent of, Investec (such consent
not to be unreasonably withheld).
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission. It is expected that settlement of the Placing Shares and
Admission will become effective on 13 June 2017 and that dealings
in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Investec will arrange the Placing as agent for and on behalf of the Company.
2. Investec is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA, and is acting exclusively for the Company and no one
else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for protections afforded to the customers of Investec or
for providing advice in relation to the matters described in this
Announcement.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Investec. Investec and the Company will determine in their absolute
discretion the extent of each Placee's participation in the
Placing, which will not necessarily be the same for each
Placee.
4. 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.
5. The Placing Price will be a fixed price of 225.0 pence (225.0p) per Placing Share.
6. A Placee's commitment to subscribe for a fixed number of
Placing Shares will be agreed with and confirmed to it orally by
Investec and a Contract Note will be despatched as soon as possible
thereafter. The terms of this Appendix will be deemed incorporated
by reference therein. The oral confirmation to the Placee by
Investec constitutes an irrevocable, legally binding contractual
commitment of the Placee in favour of the Company and Investec (as
agent for the Company) to subscribe for the number of Placing
Shares allocated to it at the Placing Price and on the terms set
out in this Appendix and in accordance with the Company's Articles
of Association.
7. An offer to acquire Placing Shares, which has been
communicated by a prospective Placee to Investec which has not been
withdrawn or revoked prior to publication of this Announcement,
shall not be capable of withdrawal or revocation following the
publication of this Announcement without the consent of
Investec.
8. Except as required by law or regulation, no press release or
other announcement will be made by Investec 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. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Investec, to pay in
cleared funds immediately on the settlement date, in accordance
with the registration and settlement requirements set out below, an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to take up and the Company
has agreed to allot.
10. 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 times and on the basis explained below under
"Registration and Settlement".
11. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, inter alia, the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
12. 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.
13. Investec is acting exclusively for the Company and no one
else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
Investec or for providing advice in relation to the matters
described in this Announcement. To the fullest extent permissible
by law, none of the Company, Investec or any of their respective
affiliates, agents, directors, officers or employees, shall have
any liability to Placees nor shall they owe any Placee fiduciary
duties in respect of any claim they may have (or to any other
person whether acting on behalf of a Placee or otherwise) under
these terms and conditions. In particular, none of the Company,
Investec or any of their respective affiliates, agents, directors,
officers or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of Investec's conduct of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and neither Investec nor any of its
affiliates, agents, directors, officers or employees shall have any
liability to the Placees for the failure of the Company to fulfil
those obligations.
Conditions of the Placing
Investec's obligations under the Placing Agreement are
conditional on, inter alia:
(a) the passing of the Resolutions at the General Meeting;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(c) Admission taking place not later than 8.00 a.m. on 13 June
2017, or such later time and/or date being no later than 8.30 a.m.
on 30 June 2017, as the Company may agree with Investec.
Investec's obligations under the Placing Agreement are also
conditional on, inter alia, in the sole judgement of Investec
(acting in good faith):
(a) the warranties given by the Company in the Placing Agreement
being true and accurate and not misleading (and remaining true and
accurate and not misleading if they were repeated at any time
before Admission) by reference to the facts then subsisting;
and
(b) there not having occurred since the date of the Placing
Agreement any development or event (or any development or event
reasonably likely to include a prospective change) which will or is
reasonably likely to have an adverse change in or affecting the
condition (financial, operational, legal or otherwise), earnings,
business, management, properties, assets, rights, results of
operations or prospects of the Group as a whole whether or not
arising in the ordinary course of business, which in each case is
material in the context of the Placing ("Material Adverse
Effect").
If (i) any of the conditions contained in the Placing Agreement
are not fulfilled or waived by Investec in writing by the time or
date where specified (or such later time or date as the Company and
Investec may agree, not being later than 8.30 a.m. on 30 June
2017), or (ii) the Placing Agreement is terminated as described
below, the Placing will lapse 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.
Investec may, in its absolute discretion, waive the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that certain conditions,
including the conditions relating to the passing of the Resolutions
at the General Meeting and Admission taking place (and the time by
which Admission must occur), may not be waived and the period for
compliance with such conditions may not be extended. Any such
waiver will not affect Placees' commitments as set out in this
Announcement.
Neither Investec, the Company, nor any of their respective
affiliates, agents, directors, officers or employees, 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 Investec and the Company.
Right to terminate under the Placing Agreement
Investec is entitled in its absolute discretion, at any time
before Admission, to terminate the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) in the sole judgement of Investec (acting in good faith),
any of the warranties in the Placing Agreement would, if repeated
at any time up to Admission (by reference to the facts and
circumstances existing), be untrue or inaccurate or misleading;
(b) a breach by the Company of any of its obligations under the
Placing Agreement (to the extent such obligations fall to be
performed prior to Admission);
(c) in the sole judgement of Investec (acting in good faith),
there has occurred any Material Adverse Effect since the date of
the Placing Agreement; or
(d) there has been a change in national or international
monetary, political, financial, or economic conditions; an incident
of terrorism, outbreak or escalation of hostilities, war or any
other calamity or crisis; a disruption, suspension or material
limitation in trading of securities generally on any stock
exchange; any change in currency exchange rates or foreign exchange
controls or a material disruption in commercial banking, or any
other adverse change (or prospective adverse change) regarding
taxation affecting the Shares, in each case as would be likely in
the sole judgement of Investec to prejudice the success of the
Placing, dealings in the Shares in the secondary market or which
makes it, in the sole judgement of Investec (acting in good faith),
impractical to proceed with the Placing.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Investec of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Investec (acting in good faith), and that it need not
make any reference to Placees and that it shall have no liability
to Placees whatsoever in connection with any such exercise or
decision not to exercise. Placees will have no rights against
Investec, the Company or any of their respective directors or
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below). 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), representation,
warranty, or statement made by or on behalf of the Company,
Investec, any of their respective affiliates, agents, directors,
officers or employees, or any other person and neither Investec,
the Company, nor any of their respective affiliates, agents,
directors, officers or employees 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
Investec, 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 Investec are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BKF1YD83) following Admission will take place within CREST
provided that, subject to certain exceptions, Investec 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.
Each Placee allocated Placing Shares in the Placing will be sent
a Contract Note stating the number of Placing Shares allocated to
it at the Placing Price, the aggregate amount owed by such Placee
to Investec (as agent for the Company) and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either
the CREST or certificated settlement instructions that it has in
place with Investec.
It is expected that settlement in respect of the Placing Shares
will be on 13 June 2017 on a T+11 basis in accordance with the
instructions set out in the Contract Note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Investec.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Investec may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Investec's 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 Investec (as agent for the
Company) 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 Investec all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Investec lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Contract Note 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. 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 Company and Investec,
namely that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and not in reliance on any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Company, the Placing or
otherwise, other than the information contained in this
Announcement, and undertakes not to redistribute or duplicate this
Announcement or any part of it;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Shares are admitted to trading on AIM,
and the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for
Companies (collectively "Exchange Information"), which includes the
Company's most recent balance sheet and profit and loss account and
the Company's announcements and circulars published in the last 12
months and that the Placee is able to obtain or access such
information or comparable information without undue difficulty;
4. acknowledges that neither Investec, the Company, nor any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Investec, the Company,
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information and has read and
understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that neither
Investec, its affiliates, agents, directors, officers or employees,
nor any person acting on its or their behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company, and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that that it has read this Announcement and the
Exchange Information and the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by Investec, the Company or any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them, or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Investec
(the views of such Research Departments not representing and being
independent from those of the Company and the Corporate Finance
Department of Investec and not being attributable to the same)),
and neither Investec nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this Announcement as it
may otherwise place on a prospectus or admission document. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that Investec, its affiliates,
agents, directors, officers or employees or any other person acting
on its or their behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that Investec does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Investec is not acting for it or its clients and
that Investec will not be responsible for providing protections to
it or its clients;
8. acknowledges that neither Investec, its affiliates, agents,
directors, officers or employees, nor any person acting on behalf
of them has or shall have any liability for the Exchange
Information, any publicly available or filed information or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. neither Investec, its ultimate holding companies nor any
direct or indirect subsidiary undertakings of such holding
companies, nor any of their respective affiliates, agents,
directors, officers or employees shall be liable to Placees for any
matter arising out of Investec's roles as placing agent or
otherwise in connection with the Placing and that where any such
liability nevertheless arises as a matter of law each Placee will
immediately waive any claim against any of such persons which you
may have in respect thereof;
10. represents and warrants that it is not in the United States;
11. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, 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; therefore, it agrees that it
will not offer, sell, pledge or otherwise transfer any Placing
Shares in the United States unless and until the Placing Shares are
registered under the US Securities Act (which it acknowledges the
Company has no obligation to do) or unless the Placing Shares are
offered, sold, pledged or transferred in a transaction exempt from,
or not subject to, the registration requirements of the US
Securities Act and the laws of any state or other jurisdiction of
the United States;
12. represents and warrants that neither it, nor the beneficial
owner if different of such Placing Shares, will be a resident of
Canada, Australia, New Zealand, Japan or the Republic of South
Africa;
13. acknowledges and agrees that the relevant clearances have
not been and will not be obtained from the securities commission of
any province of Canada and that the Placing Shares have not been
and will not be registered under the securities legislation of
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it is aware of and has
complied with its obligations under the Criminal Justice Act 1993
and the Market Abuse Regulation (EU) No. 596/2014; (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, the Anti-Terrorism Crime and Security Act 2001 and the
Money Laundering Regulations 2007; 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 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
Investec such evidence, if any, as to the identity or location or
legal status of any person which Investec 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 Investec on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Investec may decide in
its sole discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Investec has been given
to the offer or resale;
17. represents and warrants that it will not make any offer to
the public and has not offered or sold and will not offer or sell
any Placing Shares to persons in the European Economic Area prior
to Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the European Economic Area within the meaning of the Prospectus
Directive (including any relevant implementing measure in any
member state);
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Investec in writing, represents
and warrants that it is a Qualified Investor within the meaning of
the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Order; (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the 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 Investec;
24. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Investec may in its sole
discretion determine and without liability to such Placee and it
will remain liable and will indemnify Investec on demand for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
25. acknowledges that neither Investec, any of its affiliates,
nor any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of Investec
and that Investec has no duties or responsibilities to it for
providing the protections afforded to its clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Investec nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Investec in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Investec who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement 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 (including non-contractual
matters) 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 Investec in any jurisdiction in which
the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
29. agrees that the Company, Investec and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Investec on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Investec and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, Investec or any person acting on behalf of the
Company or Investec that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the Contract Note will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Company's conduct of the Placing;
34. acknowledges that Investec, or any of its affiliates acting
as an investor for their own account may take up shares in the
Company and in that capacity may retain, purchase or sell for their
own account such shares and may offer or sell such shares other
than in connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Investec and
the Company and are irrevocable and shall not be capable of
termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to 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 none of the Company or
Investec 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 Investec in
the event that any of the Company or Investec has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify
Investec 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 by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Investec does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Investec, or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Investec, any money held in an account with Investec
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business and the Placee will rank only as
a general creditor of Investec.
All times and dates in this Announcement may be subject to
amendment. Investec shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is no guide to future performance and the value
of shares can fluctuate and can go down as well as up, and
accordingly on disposal of the Shares which you acquired you may
not realise the full amount of your investment. Persons needing
advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Act' means the Companies Act 2006, as amended from time to
time;
'Admission' means the admission of all the Placing Shares to
trading on AIM becoming effective in accordance with the AIM Rules
for Companies;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules for Companies' means the provisions of the London
Stock Exchange's AIM Rules for Companies as amended from time to
time governing, inter alia, admission to AIM and the continuing
obligations of AIM companies;
'Announcement' means this announcement (including the appendix
to this announcement);
'Business Day' means any day on which banks are generally open
in England and Wales for the transaction of business, other than a
Saturday, Sunday or public holiday;
'Contract Note' means the trade confirmation to be sent to each
Placee stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Investec
(as agent for the Company) and settlement instructions;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' or 'Board' means the directors of the Company as at
the date of this Announcement;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'General Meeting' means the general meeting of the Company to be
convened for 9.30 a.m. on 12 June 2017 (or any adjournment of that
meeting);
'London Stock Exchange' means London Stock Exchange plc;
'Notice of General Meeting' means the notice given to the
shareholders of the Company in respect of the General Meeting
setting out the Resolutions;
'Placing Agreement' means the placing agreement dated 26 May
2017 between the Company and Investec in respect of the
Placing;
'Resolutions' means the resolutions to be passed by the
shareholders in respect of the Placing at the General Meeting;
'Shares' means the ordinary shares of GBP0.01 each in the
capital of the Company;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland; and
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLIFFEEEIRFID
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May 26, 2017 02:01 ET (06:01 GMT)
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