TIDMFJET
RNS Number : 2194S
Fastjet PLC
29 September 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
fastjet Plc
("fastjet", the "Company" or the "Group")
29 September 2017
TRANSACTIONS INCREASE EQUITY BY UP TO US$50 MILLION
BRAND LICENCE AGREEMENTS ENABLING EXPANSION OF FASTJET BRAND
INTO SOUTH AFRICA AND MOZAMBIQUE
AGREEMENT IN PRINCIPLE FOR THE LEASE OF THREE ATR 72-600
AIRCRAFT WITH AN OPTION TO PURCHASE TO SUPPORT GROWTH ACROSS
EXISTING MARKETS AND ENTRY INTO SOUTH AFRICA AND MOZAMBIQUE
Highlights:
-- The Stabilisation Plan that commenced late last year has been
successfully executed with the Company on track to reach its target
of cashflow breakeven in Q4 2017.
-- The Company has made material progress in the past 12 months
placing the business on a substantially more stable platform
o Increased revenue and decreased costs;
o Monthly profitability has been achieved by Tanzanian
operations; and
o The Company has had its first cash-flow positive month in
Zimbabwe in August 2017.
-- fastjet has phased out all expatriate staff, concluded the
closure of its Gatwick head office and successfully migrated the
Head Office from the UK to South Africa.
-- As a result, fastjet today announces a proposed fundraising
to support its growth initiatives by way of an accelerated book
build and a subscription to raise gross cash proceeds of not less
than US$44m, which is strongly supported by the Company's major
institutional shareholders, including Solenta Aviation Holdings
Limited ("SAHL") who will increase their holding and become a 29.9%
shareholder in fastjet post the fundraising.
-- As part of its growth initiatives the Company will enter into
a number of agreements to expand into South Africa and
Mozambique
o Brand licence agreement with Federal Airlines (Pty) Ltd
("Fedair"), an established profitable airline with a fleet of four
owned aircraft, operating 17 aircraft and with a South African air
operator's certificate ("AOC"); and
o Brand Licence Agreement with Solenta Aviation Mozambique Ltd
("SAM"), a business currently operating charter services in the Oil
and Gas industry within the country and utilising its existing AOC
in Mozambique for the launch of fastjet Mozambique.
-- fastjet will also enter into an additional agreement giving
it access to three ATR 72-600 aircraft for 10 years equipping
fastjet with the appropriate aircraft to benefit from these new
market opportunities.
-- As part of its expansion plans, the Board has also decided it
intends to evaluate a dual listing of the Company on the AltX
market of the Johannesburg Stock Exchange in the next 12
months.
-- The fundraising together with the new agreements will allow
fastjet to expand its brand network to now cover South Africa,
Mozambique, Zimbabwe, Tanzania and Zambia as well as diversify
revenue streams and lay the foundations for future profitable
growth in a major step forward in fastjet's long term ambition to
become the leading pan African low cost airline.
Details of the transactions:
a) Brand Licence Agreement with Fedair, an established
profitable airline with a South African AOC:
-- Fedair is a business with a fleet of four owned aircraft; operating 17 aircraft;
-- It is the market leader of air services to the South African safari industry with 16 routes;
-- Agreement allows fastjet to receive royalty income from
Fedair's future revenues after Admission (as defined below);
-- Enables expansion of the fastjet brand across the existing
Fedair network of destinations including Zimbabwe, South Africa and
Mozambique;
-- Provides a regulatory-compliant growth platform for route
expansion under the fastjet brand within South Africa;
-- fastjet aims to stimulate demand and gain share on certain
routes as well as adding 10 destinations to fastjet's own route
network; and
-- Operations are expected to commence in Q4 2017/Q1 2018.
b) Brand Licence Agreement with SAM utilising its existing AOC
for the launch of fastjet Mozambique:
-- SAM currently operates charter services in the Oil and Gas industry within the country;
-- SAM's existing AOC allows for immediate and low cost entry
into the Mozambique market and the opportunity for local overhead
cost sharing; and
-- Operations are expected to commence in October 2017.
c) Letter of Intent relating to the lease of three ATR 72-600
aircraft, with an option to purchase ("ATR LOI"), with Abric
Leasing Limited ("ACIA"), a company forming part of the ACIA Aero
Capital group of companies, equips fastjet with the appropriate
aircraft to successfully implement its growth plans:
-- entitles fastjet to the use of three ATR 72-600 aircraft for 10 years;
-- the ATR72 has been identified as suitable aircraft type matching capacity to demand; and
-- the three aircraft are to be deployed over the next six
months in South Africa, Tanzania and/or Mozambique.
d) fastjet also announces:
-- a proposed fundraising (the "Fundraising"), to fund its
growth plans and its aircraft and licencing costs, comprising:
i. a placing by way of an accelerated book build to raise gross
cash proceeds of not less than US$28.0m (the "Placing") at a price
of 20 pence per share (the "Placing Price"); and
ii. a subscription by Solenta Aviation Holdings Limited, who has
agreed to subscribe for 60,634,329 shares at the Placing Price
("Solenta Subscription Shares") for proceeds of US$16.2m and will
increase their holding to become a 29.9% shareholder in fastjet
following the completion of the proposed Fundraising ("Solenta
Subscription").
e) Placing Price of 20 pence per share is a 6.98% discount to
the closing price of the Company on 28 September 2017. The expected
total number of new shares multiplied by the Placing Price of 20
pence per share increases the equity value of the Company by up to
US$50.0m.
f) The board of directors of the Company ("Board") believes
these various agreements and the Fundraising will:
-- provide fastjet with the necessary infrastructure,
geographical presence and aircraft to move into growth post the
successful implementation of its "Stabilisation Plan" and reaching
cash flow break even;
-- further improve the cash profile of the business;
-- provide a viable strategy for fastjet's entry and growth into
the South African and Mozambique markets; and
-- provide further working capital to strengthen the business in
its growth ambitions and provide the flexibility to pursue new
strategic opportunities as they arise.
g) Announcement of Company's intention to create an employee
share incentive plan representing less than 5% of the enlarged
issued share capital post Fundraising. The share incentive plan is
designed to fully align the medium to long-term interest of the new
constituted management team with that of shareholders, and the
Board will seek appropriate external advice before implementing the
plan. The Company has established an employee benefit trust (the
"EBT") that will subscribe for shares ("EBT Subscription Shares")
at the par value of 1 pence per share ("EBT Subscription"), such
shares to be used in connection with the incentive plan.
Nico Bezuidenhout, CEO, commented:
"fastjet has made substantial progress in implementing the
Stabilisation Plan launched when I joined the business and this is
evident in the H1 2017 results we have announced today. With a
newly reconstituted management team, who collectively have
substantial African and global aviation experience, and the
building blocks of brand ownership and regulatory compliant access
into growth markets in place, I have every confidence that fastjet
will continue to successfully compete in a continent expected to
contain seven of the world's ten fastest growing aviation economies
over the next two decades. The announcements made today, which will
see fastjet expand our network of destinations to cover South
Africa, Mozambique, Zimbabwe, Tanzania and Zambia, will not only
diversify our revenue streams and cement our East and Southern
African position but will also lay the foundation for fastjet's
future growth as we seek to expand our African footprint and
realise our pan-African ambitions"
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation (EU)
No.596/2014.
Expected timetable of principal events
Event Date
------------------------------ -------------------------
Circular sent to Shareholders 2 October 2017
convening the General
meeting
------------------------------ -------------------------
Latest time and date 16 October 2017 at 10.00
for receipt of Forms a.m.
of Proxy for the General
Meeting
------------------------------ -------------------------
Date and time of General 18 October 2017 at 10.00
Meeting a.m.
------------------------------ -------------------------
Admission ("Admission") 19 October 2017
and commencement of dealings
in the Solenta Subscription
Shares, EBT Subscription
Shares and Placing Shares
(together, the "New Shares")
------------------------------ -------------------------
CREST accounts credited 19 October 2017
with New Shares
------------------------------ -------------------------
The times and dates set out in the table above and mentioned
throughout this announcement are indicative only and may be
adjusted by the Company (in consultation with Liberum Capital
Limited) with any amendments to the expected timings announced via
a regulatory information service.
For more information, contact:
fastjet Plc Tel: +27 (0) 10 070
5151
Nico Bezuidenhout, Chief
Executive Officer
Michael Muller, Chief Financial
Officer
UK media - Citigate Dewe Tel: +44 (0) 20 7638
Rogerson 9571
Angharad Couch, Eleni Menikou,
Toby Moore, Nick Hayns
South African media - Hein Tel: +27 (0) 82 520
Kaiser 0555
For investor enquiries please
contact:
Liberum Capital Limited Tel: +44 (0) 20 3100
- Nominated Adviser and 2222
Broker
Clayton Bush, Jill Li, Neil
Elliot
NOTES TO EDITORS
About Fastjet Plc
fastjet is a multi-award winning (including Skytrax World
Airline Awards Best Low-Cost Airline in Africa 2017) low-cost
African airline for everyone. It began flight operations in
Tanzania in November 2012, flying passengers from Dar es Salaam to
just two domestic destinations - Kilimanjaro and Mwanza. Today,
fastjet's route network includes Tanzanian domestic routes from its
Dar es Salaam base to Kilimanjaro, Mbeya, and Mwanza, and
international routes from Tanzania to Lusaka in Zambia and Harare
in Zimbabwe. fastjet also began flight operations from its Zimbabwe
base in October 2015, and now flies domestically from Harare to
Victoria Falls, Harare to Dar es Salaam and internationally from
both Harare and Victoria Falls to Johannesburg in South Africa. The
airline has flown over 2.5 million passengers with an impressive
aggregate 94% on-time performance, establishing itself as a
punctual, reliable, and affordable low-cost carrier.
IMPORTANT INFORMATION
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards (IFRS) applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's 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 the Financial Conduct Authority (the FCA),
the London Stock Exchange 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.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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
Liberum Capital Limited 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.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for
no-one else in connection with the Placing, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice to
any other person in relation to the Placing or any other matter
referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Liberum Capital Limited
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
Liberum Capital Limited to inform themselves about, and to observe
such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
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, this Announcement.
The GBP/USD exchange used in respect of the Placing and Solenta
Subscription Letters is 1/1.34. The USD/ZAR exchange used in
respect of the relevant information below is 1/13.5.
Background and rationale for the transactions
fastjet today announced its H1 2017 results, reflecting a c.46%
reduction in cost, a c.33% increase in unit revenue and a c.57%
reduction in net losses, with the Company achieving its H1 budgeted
after-tax target. The Company's total assets increased by c.US$30m
whilst total liabilities decreased by c.US$10m over the course of
H1 2017. fastjet's core operations in Tanzania, accounting for
c.80% of turnover, has now achieved monthly profitability pre
inter-company cost, whilst the relatively newer operations in
Zimbabwe achieved its first cash-flow-positive month in August
2017.
The Company has made material progress in addressing legacy
matters, having secured agreement with the aircraft lessor of the
one remaining A319 aircraft for an early return of the aircraft in
November 2017, representing the conclusion of the Company's change
in fleet to smaller aircraft, an important component of the
Stabilisation Plan launched by fastjet's new management late in
2016.
Additionally, the Company has phased out all expatriate staff,
concluded the closure of its Gatwick head-office and, as at 30
September 2017, is expected to have effected the final payments in
accordance with the termination agreements reached with the
previous executive management team.
These measures, have placed the business on a substantially more
stable platform and underpins the Board's continued expectation of
achieving break-even for Q4 2017.
The strategic steps taken in H1 2017 in acquiring control of the
Company's fastjet brand and gaining access to AOCs in important
countries through the Solenta group relationship, as well as
securing access to fit-for-purpose aircraft capacity, combined with
fastjet's improved financial footing, positions the business for
sustainable growth.
In terms of the current fleet, the Company has two EMB 145
aircraft (50 seats) deployed in Zimbabwe and one planned in
Mozambique. In addition, two E190 aircraft (108 seats) are on track
to be deployed in Tanzania in Q4 2017. The three new ATR's (70
seats) that have been described earlier in this announcement are
expected to be deployed over the next six months in South Africa,
Tanzania and Mozambique under the operating lease arrangements to
be entered into pursuant to the ATR LOI. As part of its
Stabilisation Plan, the Company is phasing out its remaining A319
aircraft which is due to be returned in November 2017.
As previously announced, now that the Stabilisation Plan has
been implemented, the Company intends to expand its prospects into
new markets, firstly to Mozambique and then South Africa. South
Africa is strategically important to fastjet given the relative
size of the South African aviation market (c.13 million domestic
passengers per annum) as well as the existence of strong trade and
tourism flows with the existing fastjet markets of Zimbabwe and
Tanzania, whereas Mozambique geographically borders South Africa,
Zimbabwe and Tanzania and represents strong growth potential based
on vast oil and gas reserves. West Africa offers further growth
opportunities with Gabon representing a potential future
opportunity and is likely to serve prominently in fastjet's West
African market entry, planned for early 2019.
As part of its expansion plans, the Board has also decided that
it intends to evaluate a dual listing of the Company on the AltX
Market of the Johannesburg Stock Exchange in the next 12
months.
South Africa and Fedair
fastjet announces that it has entered into a Brand Licence
Agreement with Fedair (the "SA Brand Licence Agreement") pursuant
to which Fedair will apply its Domestic and International Air
Services licences applicable to its existing operations within
South Africa under the fastjet brand, or a derivative thereof. The
SA Brand Licence Agreement provides for a royalty income from
Fedair's revenues received after Admission, an expansion of the
fastjet brand across the existing Fedair network of 10 destinations
as well as a regulatory-compliant growth platform for route
expansion under the fastjet brand within South Africa. Under the
terms of the SA Brand Licence, the Company has the right to appoint
one director to the board of Fedair.
Fedair has been in existence since 1998 and as a market leader
in the South African air Safari Industry provides flights between
Johannesburg's OR Tambo International Airport and the Kruger
National Park and surrounding game lodges as well as charter
services between Johannesburg and Cape Town, Port Elizabeth and
Durban on a fleet of 17 aircraft (four of which are owned),
generating ZAR206m (c.US$15.3m) in revenue, ZAR57m (c.US$4.2m) in
gross profit and ZAR20.5m (c.US$1.5m) during the financial year
ended 31 December 2016. The US$ figures are calculated using a
US$/ZAR exchange rate of 1/13.5 as at the date of this
announcement.
Fedair holds valid licences to provide domestic and
international, scheduled and unscheduled air services in South
Africa. The positive cashflows from the existing Fedair business,
its net assets of ZAR62m (c.US$4.6m) in the financial year ended 31
December 2016, areas of operational synergies with fastjet's
existing business and its established network comprising 10 tourism
and business destinations provides a viable South African market
brand entry for fastjet and a platform from which to grow through
adding more destinations within this country.
Mozambique and SAM
fastjet announces that it has entered into a Brand Licence
Agreement with SAM (the "MZ Brand Licence Agreement") pursuant to
which SAM will apply its Domestic Air Services licences applicable
to its existing operations within Mozambique under the fastjet
brand, or a derivative thereof. Through this, the Company announces
the launch of operations in Mozambique by means of its strategic
relationship with SAM and its ability to expand its existing AOC
within this country.
The Government of Mozambique has licenced three airlines to
provide Domestic and International Air services in Mozambique, one
of which is SAM, who currently operate charter services to the Oil
and Gas Industry within the country. The Company intends to use
SAM's AOC in Mozambique to establish the fastjet brand on domestic
routes, given the ongoing capacity reduction of LAM, the country's
national carrier. fastjet operations in Mozambique are set to
commence in October 2017, providing fastjet with the opportunity to
scale up operations in country with minimal set up costs.
Related agreements
SAHL, the main shareholder of Fedair and SAM, has entered into a
restraint of trade agreement ("RTA") in favour of fastjet pursuant
to which SAHL covenants that it will not (whether by itself, a
connected person, subsidiary or affiliate), for a period of 5 years
from the date of the RTA, carry on or be engaged or interested in
the carriage of passengers by air and/or any business which would
be in competition with the Company's in the Republic of South
Africa, Tanzania, Zimbabwe and Mozambique. Consideration for the
RTA amounts to US$11.0m payable in cash for the mentioned
territories.
Parrot Aviation Proprietary Limited ("Parrot"), a joint venture
company in which the Company has a 25% equity interest and Rashid
Wally, the Company's Chairman, has a 75% equity interest, has
entered into a call option agreement (the "Option") with the
shareholders of Fedair which grants Parrot the option to call for
the shares in Fedair at any time or to subscribe for the share
capital of Fedair to the maximum extent permissible under South
African Aviation Legislation, subject to the necessary approvals
from relevant governing authorities or regulators as and when
appropriate. The Option, when exercised, will result in the payment
of up to US$4.0m in cash, dependent on the net assets of Fedair as
at the date of exercise of the Option. The shareholders of Parrot
have entered into a shareholders' agreement to regulate their
relationship as shareholders of Parrot and matters incidental
thereto.
A Loan Agreement, which shall take effect on Admission, has been
entered into by Parrot and Fedair under which Parrot shall lend
ZAR90.0m to Fedair for the purposes of expanding the fastjet brand
within South Africa and funding its working capital and liquidity
requirements (or any other purpose agreed between the parties). The
loan agreement contains certain reserved matters to protect the
interests of Parrot, as well as the right for Parrot to appoint two
directors to the board of Fedair. In addition, the shareholders of
Fedair have given certain non-compete and non-solicitation
covenants for a period of five years, within the jurisdiction of
the Republic of South Africa. The loan will be secured by share
pledges from the shareholders of Fedair.
Solenta Subscription
Pursuant to two subscription letters ("Solenta Subscription
Letters") from SAHL to the Company, SAHL has applied to subscribe
for new Ordinary Shares at the Placing Price for an aggregate
subscription price of c.US$16.2m ("Solenta Subscription Shares").
The subscriptions are conditional, inter alia, upon Admission and
will result in SAHL becoming a c.29.9% shareholder in fastjet
post-Admission.
ATR LOI
The Company also announces a letter of intent with ACIA, a
member of the ACIA Aero Capital group of companies pursuant to
which fastjet (or any of its subsidiaries) will acquire the
beneficial use of three ATR 72-600 aircraft for deployment within
South Africa, Tanzania, Mozambique and/or Zimbabwe. With the
expansion into the new markets, these aircraft will assist fastjet
in equipping itself with the appropriate aircraft capacity. The 70
seater ATR planes, which are turbo props, accommodate shorter
runways and deliver better fuel efficiency and per seat passenger
costs, on sub 1 hour route flights.
The ATR LOI is based on an aggregate asset valuation of the
three ATR72-600 aircrafts of US$43.5m and includes a purchase
option against the payment of c.US$11.0m in cash representing the
equity portion of the three aircraft, payable on agreed payment
terms to ACIA. On exercise of the option, the Company will, subject
to the approval of the principle debt-holder on the aircraft,
assume the outstanding debt finance obligations of ACIA in respect
of the aircraft. The ATR LOI is conditional, inter alia, on (1) the
entry by the parties into a legally binding master aircraft lease
agreement and supplemental lease agreement to record the full terms
of the transaction and (2) Admission.
Employee share incentive scheme
The Company announces its intention to create an employee share
incentive plan designed to fully align the medium to long-term
interest of the newly constituted management team with that of
shareholders. The Company has established an EBT that will
subscribe for new ordinary shares at the par value of 1 pence per
share. The EBT Subscription Shares, once issued, will represent
less than 5% of the enlarged issued share capital post Fundraising,
and such shares will be used in connection with the incentive
plan.
The Fundraising
The Fundraising is conditional upon, inter alia, the approval by
shareholders at the General Meeting of the Authorising Resolution
(as defined below) and Admission occurring.
The Company will shortly be publishing a circular (the
"Circular") in connection with the Fundraising and will be
convening the General Meeting to approve certain matters necessary
to implement the Fundraising (the "Authorising Resolution").
If Shareholder approval of the Authorising Resolution is not
passed, the Fundraising will not proceed and the Company is at risk
of not being able to continue trading as a going concern. Under
such circumstances, Shareholders could lose all or a substantial
amount of the value of their investment in the Company.
Accordingly, the Directors believe that the successful completion
of the Fundraising represents the best option available to the
Company.
The Company has entered into a placing agreement (the "Placing
Agreement") with Liberum Capital Limited ("Liberum") on customary
terms and conditions pursuant to which Liberum has conditionally
agreed, as agent for the Company, to use its reasonable endeavours
to procure Placees for the Placing Shares at the Placing Price. The
Placing is being conducted by way of an Accelerated Book Build led
by Liberum as sole bookrunner ("Bookrunner"). Liberum has the
discretion to elect to receive some or all of its professional fees
pursuant to the Fundraising in the form of new ordinary shares in
the Company at the Placing Price.
The books for the Accelerated Book Build will open with
immediate effect. The books are expected to close no later than
4.00 pm (London) today. The timing of the closing of the books and
the making of allocations may be accelerated or delayed at the
Bookrunner's sole discretion. The Appendix to this Announcement
contains the detailed terms and conditions of the Accelerated Book
Build. The Fundraising is not being underwritten by Liberum or any
other person. Details of the number of Placing Shares conditionally
placed with institutional and other investors pursuant to the
Placing and gross proceeds will be announced as soon as practicable
after the close of the book building process.
Qualifying investors who are invited, and who choose, to
participate in the Accelerated Book Build by making an oral and
legally binding 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 contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and
will rank pari passu with existing ordinary shares of the Company
("Existing Ordinary Shares"), including the right to receive all
dividends and other distributions (if any) declared, made or paid
on or in respect of such shares after the date of their issue.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this announcement (which
forms part of this announcement) (together, the
"Announcement").
Use of proceeds
The net proceeds of the Fundraising will be used as follows:
-- RTA consideration US$11.0m
-- Fedair Option Agreement US$4.0m
-- Three ATR's US$11.0m
-- Mozambique and South African expansion US$6.7m
-- Zimbabwe growth US$2.0m
-- Working capital US$7.3m
Related Party Transactions
SAHL and ACIA are considered to be related parties to the
Company by virtue of SAHL being a Substantial Shareholder as
defined in the AIM Rules. As such, the following transactions which
total $26m consideration for cash, are deemed to be related party
transactions as per the AIM Rules.
-- Commercial agreements with SAHL relating to Fedair;
-- Commercial agreements with SAHL relating to the RTA;
-- Solenta Subscription Letters; and
-- the ATR LOI.
These agreements, including particulars of the transactions, are
detailed earlier in the Section entitled "Background and rationale
for the transactions".
The Directors consider, having consulted with the Company's
Nominated Adviser, that the terms of the above agreements are fair
and reasonable in so far as its Shareholders are concerned.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange for the
EBT Subscription Shares, Solenta Subscription Shares and Placing
Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings for normal
settlement in the EBT Subscription Shares, Solenta Subscription
Shares and Placing Shares on AIM will commence at 8.00 a.m. on 19
October 2017.
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 THE UNITED STATES, AUSTRALIA,
CANADA, 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 APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE PROSPECTUS DIRECTIVE); 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 RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER
OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO 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 WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
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 (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 to the Company and the Bookrunner 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 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 Directive other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner 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;
3. it is acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S under the
Securities Act; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix
The Company and the Bookrunner 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. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other 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. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
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 or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
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.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum has entered into the Placing Agreement with the Company
under which Liberum has conditionally agreed on the terms and
subject to the conditions set out therein, as agent for the
Company, to use its reasonable endeavours to place the Placing
Shares at the Placing Price with certain institutional investors.
The Placing is not being underwritten by Liberum or any other
person.
The number of Placing Shares at the Placing Price will be
determined following completion of the Accelerated Book Build as
set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will 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
the Existing Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made for admission of the Placing Shares to
trading on AIM. It is expected that settlement of any such shares
and Admission will become effective on or around 8.00 am on 19
October 2017 and that dealings in the Placing Shares will commence
at that time.
Accelerated Book Build
The Bookrunner will today commence an Accelerated Book Building
process in respect to the Placing to determine demand for
participation in the Placing by any Placees at the Placing Price.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Accelerated Book Build. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing (in whole or in part) by such alternative method to the
Accelerated Book Build as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Liberum is acting as nominated adviser and Bookrunner to the
Placing, as agent for and on behalf of the Company. Liberum is
regulated by the FCA, 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
Liberum or for providing advice in relation to the matters
described in this Announcement.
2. The Bookrunner is arranging the Accelerated Book Build and
Placing as an agent of the Company.
3. Participation in the Accelerated Book Build will only be
available to persons who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunner and its affiliates
are entitled to enter bids in the Accelerated Book Build as
principal.
4. The Accelerated Book Build will establish the number of
Placing Shares to be issued at the Placing Price, which will be
agreed between the Bookrunner and the Company following completion
of the Accelerated Book Build. The number of Placing Shares will be
announced on a Regulatory Information Service following the
completion of the Accelerated Book Build.
5. To bid in the Accelerated Book Build, prospective Placees
should communicate their bid by telephone to their usual sales
contact at Liberum. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price. Bids may be scaled down by the Bookrunner on the
basis referred to paragraph 9 below.
6. The Accelerated Book Build is expected to close no later than
4.00 pm (London) today but may be closed earlier or later at the
discretion of the Bookrunner. The Bookrunner may, in agreement with
the Company, accept bids that are received after the Accelerated
Book Build has closed.
7. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Bookrunner whom they contact following the
close of the Accelerated Book Build and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. A
Bookrunner's oral or emailed confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the
Bookrunner and the Company, under which it agrees to subscribe for
the number of Placing Shares allocated to it at the Placing Price
on the terms and conditions set out in this Appendix (which are
deemed to be incorporated in such trade confirmation or contract
note) and in accordance with the Company's Articles of
Association.
8. The Company will make a further announcement following the
close of the Accelerated Book Build detailing the number of Placing
Shares to be issued at the Placing Price.
9. Subject to paragraphs 5 and 6 above, the Bookrunner may
choose to accept or reject bids, either in whole or in part, on the
basis of allocations determined at its discretion (in consultation
with the Company) and may scale down any bids for this purpose on
such basis as they may determine. The Bookrunner may also,
notwithstanding paragraphs 5 and 6 above, subject to the prior
consent of the Company: (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time; and (ii) allocate Placing Shares after the Accelerated Book
Build has closed to any person submitting a bid after that
time.
10. A bid in the Accelerated Book Build will be made on the
terms and subject to the conditions in this Announcement and will
be legally binding on the Placee on behalf of which it is made and,
except with the consent of the Bookrunner, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner, to pay to the
Bookrunner (or as the Bookrunner may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares for which such Placee has agreed to subscribe. Each
Placee's obligations will be owed to the Bookrunner.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
12. 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".
13. All obligations under the Accelerated Book Build and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
14. By participating in the Accelerated Book Build, 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.
15. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Liberum 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
Bookrunner shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, neither
Liberum nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Bookrunner's conduct of the Accelerated Book
Build or of such alternative method of effecting the Placing (in
whole or in part) as the Bookrunner and the Company may agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(a) the issue of the Circular by the Company by 5.00 p.m. on 2 October 2017
(b) the passing of the Authorising Resolution (without material
amendment) by shareholders in a general meeting of the Company;
(c) the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
(d) none of the warranties in the Placing Agreement being
untrue, inaccurate or misleading;
(e) the Placing Agreement not having been terminated in accordance with its terms; and
(f) Admission becoming effective by no later than 8.00 a.m. on
19 October 2017 (or such later date as the Company and the
Bookrunner may agree (being not later than 8.00 a.m. on 2 November
2017).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Bookrunner by the respective time or date where specified (or
such later time or date as the Company and the Bookrunner may
agree, but not being later than 8.00 am on 2 November 2017); (ii)
any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in its entirety in the
circumstances specified below, the Placing will lapse and the
Placee's 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 against the
Bookrunner in respect thereof.
The Bookrunner 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 above condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Liberum nor the Company 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 Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate its obligations under the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a material breach by the Company of any of its obligations
under the Placing Agreement; or
(c) in the Bookrunner's opinion, there having been a material
adverse change in the financial position, business or prospects of
the Group; or
(d) the occurrence of a force majeure event which, in the
opinion of the Bookrunner, makes it impractical or inadvisable to
proceed with the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in these terms and
conditions 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
the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunner, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise.
No 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 a 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
in relation to the Placing, and any 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 or Liberum or any other person and
neither the Bookrunner nor 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 any
of the Bookrunner, the Company, or their respective officers,
directors, employees or agents.
Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Neither
the Company nor the Bookrunner is 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. No Placee should 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:
GB00BWGCH354) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited (CREST) provided
that, subject to certain exceptions, the Bookrunner reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem 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.
Following the close of the Accelerated Book Build, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with the Bookrunner, stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Bookrunner (in GBP) 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 standing CREST or certificated
settlement instructions that it has in place with the
Bookrunner.
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 (2) percentage points above LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner'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 for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Bookrunner all such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which the Bookrunner 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 trade confirmation
or 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 the
Bookrunner:
1. represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety and that its
subscription for Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
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 Existing Ordinary 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 and EU Regulation 596/2014 (collectively "Exchange
Information");
4. acknowledges that none of Liberum, the Company, any of their
respective affiliates 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 other than this Announcement; nor
has it requested any of Liberum, the Company, any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Liberum, their respective affiliates or any person acting on behalf
of any of them 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 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 any of
Liberum or the Company, 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) and neither Liberum 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 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 Liberum, its affiliates or any
person acting on behalf of any of them has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that none of Liberum, its affiliates or any
person acting on behalf of any 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;
8. represents and warrants that it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant
Regulation S under the Securities Act;
9. acknowledges that it is acquiring the Placing Shares for its
own account or for one or more accounts for which, in each case, it
exercises sole investment discretion, for investment purposes and
not with a view to any distribution or for resale in connection
with, the distribution thereof in whole or in part, in the United
States and that it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
10. acknowledges that 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 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;
11. unless otherwise specifically agreed in writing with
Liberum, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of the United
States, Australia, Canada, Japan or the Republic of South
Africa;
12. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Australia, Canada, 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;
13. 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;
14. represents and warrants that: (i) it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, 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 (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the Regulations); and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Bookrunner such evidence, if
any, as to the identity or location or legal status of any person
which the Bookrunner may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by the Bookrunner on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Bookrunner may decide at
its sole discretion;
15. 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 the Bookrunner has been
given to the offer or resale;
16. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six (6) months from Admission,
will not offer or sell any Placing Shares to persons in the United
Kingdom, 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 and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000
(FSMA);
17. represents and warrants that it 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;
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 which do not require the
approval of the communication by an authorised person under section
21(1) of the FSMA;
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 Liberum 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 is an investment professionals within the meaning
of Article 19(5) of the Order; (ii) who falls 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 you by the Bookrunner;
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 the Bookrunner may in its sole
discretion determine and without liability to such Placee and it
will remain liable 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 none of Liberum, its affiliates, or 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 Liberum
and that Liberum 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 the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. None of Liberum 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, Liberum in respect of the same on the basis
that the Placing Shares will be allotted to the CREST stock account
of Liberum 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 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 Liberum 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 to the Announcement;
29. agrees it will be bound by the terms of the Company's Articles of Association;
30. agrees that the Company, Liberum, 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 the Bookrunner on their 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;
31. agrees to indemnify on an after-tax basis and hold the
Company, Liberum 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;
32. acknowledges that no action has been or will be taken by any
of the Company, Liberum or any person acting on behalf of the
Company or Liberum 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;
33. 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 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; and
34. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
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.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Bookrunner
for itself and on behalf of the Company and are irrevocable.
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 neither the Company nor
Liberum 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 Liberum in the
event that any of the Company and/or Liberum has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the
Bookrunner accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription 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 the Bookrunner 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 Liberum 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 the Bookrunner, any money held in an account with the
Bookrunner 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 the
Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of their own business
and the Placee will rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
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, this Announcement.
-end-
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUKSBRBKAKURR
(END) Dow Jones Newswires
September 29, 2017 03:51 ET (07:51 GMT)
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