TIDMG4M
RNS Number : 5963F
Gear4music (Holdings) PLC
18 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, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GEAR4MUSIC
(HOLDINGS) PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
18 May 2017
Gear4music (Holdings) plc
Proposed Placing of up to 610,000 New Ordinary Shares at 690
pence per share to raise up to GBP4.2 million
Gear4music (Holdings) plc ("Gear4music", "Company" or "Group"),
the largest UK based online retailer of musical instruments and
music equipment, announces its intention to conduct a placing
("Placing") of up to 610,000 new ordinary shares ("New Shares") to
raise gross proceeds of up to GBP4.2 million for the Company. It is
intended that the price at which the New Shares are to be issued
("Placing Price") will be 690 pence per New Share. The New Shares
will be issued on a non-pre-emptive basis, within the Company's
existing share allotment authorities.
The Placing also comprises the proposed placing at the Placing
Price of, in aggregate, up to 839,000 existing ordinary shares
("Sale Shares", together with the New Shares, "Placing Shares"), to
be sold by certain of the Company's Directors in response to high
levels of demand from institutional investors. Andrew Wass,
Gear4music's Chief Executive Officer, who intends to sell a
proportion of his holding of Ordinary Shares as part of the
Placing, has agreed to a 12 month lock-in period in respect of his
remaining holding.
Highlights
-- Up to approximately GBP4.2 million, before expenses, to be
raised for the Company in a Placing with new and existing investors
at a Placing Price of 690 pence per share, representing a discount
of 1.9 per cent. to the closing mid-market price on 18 May 2017 of
703.5 pence per Ordinary Share.
-- The Company intends to use the net proceeds of the Placing to
accelerate the execution of the Group's strategy through the
provision of further funding for various ongoing organic growth
projects.
-- The Placing will be conducted by way of an accelerated
bookbuild ("Bookbuild"), which will be launched immediately
following this announcement, led by Panmure Gordon (UK) Limited
("Panmure Gordon") acting as sole bookrunner ("Bookrunner") in
relation to the Bookbuild. The number of Placing Shares and the
aggregate proceeds to be raised through the Placing will be finally
determined following completion of the Bookbuild process.
-- A further announcement in respect of these details will be
made following completion of the Bookbuild process. The timing of
the closing of the book and allocations are at the discretion of
the Bookrunner, after discussion with the Company. Additional
information on the Placing is included further below.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR").
Gear4music's Chief Executive Officer, Andrew Wass, said:
"We are delighted with Gear4music's recent performance, but
there is much more that we want to achieve as a leading global
retailer of musical instruments and equipment. The Placing proceeds
will allow us to accelerate our growth strategy, and quickly scale
the business to capitalise on the significant growth opportunities
within our markets."
Background to and reasons for the Placing and use of
proceeds
Since IPO in June 2015, the Group has more than doubled its
revenue, with turnover increasing from GBP24.2 million in the year
ended 28 February 2015 to GBP56.1 million in the year ended 28
February 2017. The growth in revenue, which has been entirely
organic, has also been reflected in the Group's profitability, with
underlying EBITDA and a reported post-tax profit of GBP3.9m and
GBP2.3m respectively achieved in the year ended 28 February
2017.
The Board believes that the Group is ideally positioned to
exploit opportunities for further significant growth in its
existing as well as new geographical markets. The Board further
believes that, having regard to Gear4music's established track
record of driving growth through targeted investment in the
business, the proceeds of the Placing can be used to fund
additional growth opportunities. With this in mind, the Board
intends to deploy the proceeds of the Placing in the following
areas in particular:
-- Accelerated development of the Company's bespoke IT platform;
-- Investment in international expansion, including an
acceleration of translation activities and additional multilingual
resource;
-- Supply chain development and inventory investment;
-- Further enhancement of the Company's marketing offering; and
-- Infrastructure investment, including fitting out of the
Company's new UK head office and further development of the German
and Scandinavian hubs.
For further information, please contact
Gear4music +44 20 3128 8100
Andrew Wass, Chief Executive Officer
Chris Scott, Chief Financial Officer
Panmure Gordon +44 20 7886 2500
(Nominated Adviser, Broker and Bookrunner)
Andrew Godber / Peter Steel - Investment Banking
Erik Anderson / Tom Salvesen - Corporate Broking
MHP Communications (Financial PR) +44 20 3128 8100
Andrew Leach
Simon Hockridge
Pete Lambie
Further details regarding the Placing
The Company is proposing to raise up to approximately GBP4.2
million before expenses by way of a conditional placing of up to
610,000 New Shares at the Placing Price with new and existing
institutional investors.
The Placing also comprises the proposed placing at the Placing
Price of, in aggregate, up to 839,000 Sale Shares, to be sold by
certain of the Company's Directors.
The Placing will be effected by way of the Bookbuild to be
managed by the Bookrunner and will be conducted in accordance with
the terms and conditions set out in the Appendix. The Bookbuild
will commence with immediate effect and is expected to close no
later than 4.30 p.m. on 19 May 2017, but the Bookrunner reserves
the right to close the Bookbuild earlier, without further
notice.
The timing of the closing of the Bookbuild and allocations are
at the absolute discretion of the Bookrunner. The Placing will be
limited to the subscription of up to 610,000 New Shares,
representing approximately 3.0 per cent. of the Company's existing
issued share capital, and the sale of up to 839,000 Sale Shares.
The number of New Shares and Sale Shares will be agreed by the
Company with the Bookrunner at the close of the Bookbuild. Details
of the number of New Shares and Sale Shares will be announced as
soon as practicable after the close of the Bookbuild.
The Placing Price represents a discount of 1.9 per cent. to the
closing mid-market price on 18 May 2017 of 703.5 pence per Ordinary
Share.
The Placing is conditional upon, amongst other things, Admission
(which is expected to take place on or around 24 May 2017) becoming
effective and the Placing Agreement not being terminated prior to
Admission.
This announcement should be read in its entirety. In particular,
your attention is drawn to the Important Notice section of this
announcement, to the detailed Terms and Conditions of the Placing
and further information relating to the Bookbuild described in the
Appendix. By choosing to participate in the Placing and by making
an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
announcement in its entirety and to be making such offer on the
terms and subject to the conditions in it, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in the Appendix.
The Placing Shares will not be offered generally to the
Company's existing shareholders on a pre-emptive basis.
Participation in the Placing will be generally limited to certain
qualifying institutional investors who are invited, and who choose,
to participate. Certain of the Company's existing significant
shareholders have indicated their intention to participate in the
Placing. The Placing Shares are not being made available to the
public and, subject to certain limited exceptions, are not being
offered or sold in, into or from the United States of America,
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction where it would be unlawful to do so.
The entirety of the New Shares will be issued within the
Company's existing share allotment authorities. A further
announcement in respect of the total number of New Shares to be
issued and Sale Shares to be sold, the aggregate proceeds to be
raised through the Placing for the Company and the Selling
Shareholders and the timing of the admission of the New Shares to
trading on AIM will be made in due course, as soon as is
practicable, once these details have been finally determined. The
Placing is not being underwritten.
Following admission to trading on AIM, the New Shares will be
issued and allotted credited as fully paid and will rank pari passu
in all respects with the existing Ordinary Shares of the Company,
including the right to receive all dividends or other distributions
made, paid or declared in respect of such shares after the date of
issue of the New Shares.
Market Abuse Regulation
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 permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This announcement has been issued by and
is the sole responsibility of the Company. The information in this
announcement is subject to change.
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from registration. No public
offering of securities is being made in the United States. This
announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, Japan, the Republic of South Africa or any jurisdiction
where to do so might constitute a violation of local securities
laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
This announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and: (i) if in a member state of the
European Economic Area, are, unless otherwise agreed with the
Bookrunner, qualified investors within the meaning of article
2(1)(e) of the Prospectus Directive ("Qualified Investors"); and
(ii) if in the United Kingdom, fall within: (a) article 19(5)
(investment professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (b) article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order; or (c) any other
person to whom it may lawfully be communicated (all such persons
together being referred to as "Relevant Persons"). This
announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
Panmure Gordon (UK) Limited ("Panmure Gordon") is authorised and
regulated by the Financial Conduct Authority in the United Kingdom.
Panmure Gordon is acting solely as nominated adviser, sole broker
and sole bookrunner exclusively for the Company and no one else in
connection with the contents of this announcement and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the contents of this
announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Panmure Gordon by FSMA or the
regulatory regime established thereunder, Panmure Gordon accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. Panmure Gordon accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
In connection with the Placing, the Bookrunner and any of its
respective affiliates, acting as investors for their own accounts,
may subscribe for or purchase ordinary shares in the Company
("Ordinary Shares") and, in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Ordinary Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by the Bookrunner and any of its respective affiliates
acting as investors for their own accounts. In addition, the
Bookrunner or its respective affiliates may enter into financing
arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. The Bookrunner has no intention to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
FORWARD-LOOKING STATEMENTS
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules for Companies.
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, 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,
UNLESS OTHERWISE AGREED BY PANMURE GORDON, "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 RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT 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. 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
These terms and conditions apply to persons making an offer to
acquire Placing Shares (as defined below). Each person to whom
these conditions apply, as described above, who confirms his
agreement, either orally or in writing, to Panmure Gordon and the
Company to acquire Placing Shares (each a "Placee") hereby agrees
with Panmure Gordon and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if Panmure Gordon confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
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, in whole or in part, directly
or indirectly, to persons in the United States, Australia, Canada,
Japan, the Republic of South Africa or in any jurisdiction in which
such publication or distribution would be 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 relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
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.
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 or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Panmure Gordon has entered into a Placing Agreement (the
"Placing Agreement") with the Company and the Selling Shareholders
under which Panmure Gordon has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for 610,000 new ordinary shares
of GBP0.10 each in the capital of the Company (the "New Shares")
and purchasers for 839,000 existing ordinary shares of GBP0.10 each
in the capital of the Company (the "Sale Shares") (the New Shares
and the Sale Shares together the "Placing Shares"). It is expected
that the Placing will raise up to GBP4.2 million in gross proceeds
at a price of 690 pence per new ordinary share (the "Placing
Price") with up to 1,449,000 Placing Shares expected to be placed.
The Placing is not being underwritten by Panmure Gordon or any
other person.
The number of Placing Shares will be determined following
completion of the Bookbuild (as defined below) as set out in this
Announcement.
The New Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing issued
ordinary shares of GBP0.10 each in the capital of the Company
("Ordinary Shares"), including the right to receive all dividends
and other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The Placing Shares will trade on AIM under G4M, with ISIN
GB00BW9PJQ87.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the New Shares
on AIM ("Admission"). It is expected that settlement of any such
shares and Admission will become effective on or around 24 May 2017
and that dealings in the New Shares will commence at that time.
Bookbuild
Panmure Gordon will today commence an accelerated bookbuilding
process (the "Bookbuild") to determine demand for participation in
the Placing by potential Placees at the Placing Price. 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.
Panmure Gordon and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Panmure Gordon is arranging the Placing as agents for, and
broker of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
Panmure Gordon. Panmure Gordon and its respective affiliates are
entitled to participate in the Placing as principal.
3. The Bookbuild will establish the number of New Shares to be
issued at the Placing Price and the number of Sale Shares to be
purchased at the Placing Price, which will be agreed between the
Bookrunner and the Company following completion of the Bookbuild.
The number of New Shares and Sale Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at Panmure Gordon. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for or purchase at the Placing Price.
Bids may be scaled down by Panmure Gordon on the basis referred to
in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of Panmure Gordon. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by Panmure Gordon following the close of the Bookbuild
and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. Panmure Gordon's oral or emailed
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of Panmure Gordon and the Company, under which it agrees to
acquire by subscription or transfer the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
Panmure Gordon's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of New Shares to be
issued at the Placing Price and the number of Sale Shares to be
purchased at the Placing Price.
8. Subject to paragraphs 4 and 5 above, Panmure Gordon may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (after consultation with
the Company) and may scale down any bids for this purpose on such
basis as it may determine. Panmure Gordon may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company, allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and, except with Panmure Gordon's consent will not be capable of
variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by Panmure Gordon 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.
11. 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".
12. All obligations of Panmure Gordon under the 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".
13. 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.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither Panmure
Gordon 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 Panmure Gordon and its affiliates
shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither Panmure
Gordon nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of Panmure Gordon's conduct of the Placing.
Conditions of the Placing
Panmure Gordon's obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
(a) the Company allotting the New Shares, prior to and
conditional only on Admission, in accordance with the terms of the
Placing Agreement;
(b) Admission taking place not later than 8.00 a.m. on 24 May
2017 (or such later time or date as the Company and Panmure Gordon
may agree, not later than 8.00 a.m. on 8 June 2017).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Panmure Gordon as applicable, by the respective time or date where
specified (or such later time or date as the Company and Panmure
Gordon may agree, not being later than 8.00 a.m. on 8 June 2017);
(ii) any of such conditions becomes incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will 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.
Panmure Gordon 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 Panmure Gordon, the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Panmure
Gordon
Right to terminate the Placing Agreement
Panmure Gordon is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
(a) a breach by the Company or the Selling Shareholders of any
of their respective obligations under the Placing Agreement;
(b) any of the warranties given to Panmure Gordon in the Placing
Agreement not being, or having ceased to be, true and accurate;
(c) the occurrence of a force majeure event which, in the good
faith sole judgement of Panmure Gordon, makes it impracticable to
allow the Placing to proceed.
The rights and obligations of the Placees 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 Panmure Gordon of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Panmure Gordon and that
neither need make any reference to Placees and that neither Panmure
Gordon nor any of its respective affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or 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 Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules for Companies (the "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company or Panmure Gordon or
any other person and neither Panmure Gordon 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 Panmure Gordon, 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
Panmure Gordon 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
Following the close of the Bookbuild, 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 Panmure Gordon, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the relevant Bookrunner (in GBP) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Panmure Gordon in accordance with the standing CREST
settlement instructions which they have in place with Panmure
Gordon.
Settlement of transactions in the Placing Shares (ISIN:
GB00BW9PJQ87) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, Panmure Gordon
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 24 May 2017 on a T+3
basis in accordance with the instructions set out in the form of
confirmation.
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.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Panmure Gordon's account and benefit
(as agent for the Company and the Selling Shareholders), 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 Panmure Gordon 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 Panmure Gordon such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Panmure Gordon
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 form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither Panmure Gordon nor the Company
will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to Panmure Gordon (for themselves
and on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by Panmure Gordon of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon and Panmure Gordon need have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against
Panmure Gordon or the Company, or any of their respective officers,
directors or employees, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, Panmure Gordon and the Company in relation to
its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Exchange Information. Each Placee
agrees that neither the Company nor Panmure Gordon nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
5. that 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 Panmure Gordon 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;
6. that neither it nor, as the case may be, its clients expect
Panmure Gordon to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that Panmure Gordon are not acting for it or its clients, and
that Panmure Gordon will not be responsible for providing the
protections afforded to customers of Panmure Gordon or for
providing advice in respect of the transactions described
herein;
7. that it is: (i) unless otherwise agreed in writing with
Panmure Gordon, located outside the United States and is not a US
person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
8. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
9. that, unless specifically agreed with Panmure Gordon, it is
not and was not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time
the undertaking to subscribe for and/or purchase Placing Shares was
given and it is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, 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;
10. that it is not a national or resident of Canada, Australia,
South Africa or Japan or a corporation, partnership or other entity
organised under the laws of Canada, Australia, the Republic of
South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in Canada, Australia, the Republic of South Africa or Japan
or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the Placing Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic South Africa or Japan;
11. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
12. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
13. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
Panmure Gordon or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
14. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
15. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this appendix and
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 Panmure Gordon;
16. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
17. that, unless otherwise agreed by Panmure Gordon, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
18. that, unless otherwise agreed by Panmure Gordon, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
20. that any money held in an account with each of Panmure
Gordon on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Panmure Gordon's money in accordance with such
client money rules and will be used by Panmure Gordon in the course
of its own business and each Placee will rank only as a general
creditor of the relevant Bookrunner;
21. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
22. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
23. that it is not relying on any representations or warranties
or agreements by the Company, Panmure Gordon or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this letter;
24. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
25. that it appoints irrevocably any director of Panmure Gordon
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
26. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
27. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither Panmure
Gordon nor the Company has considered its particular objectives,
financial situation and needs;
28. that it 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;
29. that it will indemnify and hold the Company and Panmure
Gordon 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 Company
and Panmure Gordon will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify Panmure Gordon, and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to Panmure Gordon for itself
and on behalf of the Company and will survive completion of the
Placing and Admission;
30. that time shall be of the essence as regards obligations
pursuant to this Appendix;
31. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or Panmure Gordon to provide any legal, tax or other advice
to it;
32. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Panmure Gordon
shall notify it of such amendments;
33. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering 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, 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 Panmure Gordon such evidence, if any, as to the identity or
location or legal status of any person which Panmure Gordon 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 Panmure Gordon on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be subscribed for and/or purchased by
it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as Panmure Gordon may decide in its
absolute discretion;
34. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Rules made by the FCA pursuant to
Commission Regulation (EC) No. 809/2004;
35. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party.
36. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Panmure Gordon
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;
37. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to Panmure Gordon;
38. that Panmure Gordon owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement; and
39. that Panmure Gordon or any of their respective affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The Company, Panmure Gordon and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Panmure Gordon for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
Panmure Gordon.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor Panmure Gordon 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 Panmure Gordon in the event that any of
the Company and/or Panmure Gordon 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 Panmure Gordon
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. Panmure Gordon shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Admission" the admission of the New
Shares to trading on AIM,
which is expected to take
place on or around 24 May
2017
"AIM" the AIM market, operated
by the London Stock Exchange
"Appendix" the appendix section of this
announcement
"Board" or "Directors" the board of directors of
the Company, including a
duly constituted committee
thereof
"Bookrunner" Panmure Gordon
"Company" or "Gear4music" Gear4music (Holdings) plc
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the
paperless settlement of trades
and the holding of uncertificated
securities operated by Euroclear
UK & Ireland Limited
"EBITDA" Earnings before interest,
tax, depreciation and amortisation
"FCA" the Financial Conduct Authority
of the United Kingdom
"FSMA" the Financial Services and
Markets Act 2000 (as amended)
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"New Shares" up to 610,000 new Ordinary
Shares to be issued by the
Company pursuant to the Placing
"Ordinary Shares" ordinary shares of 10 pence
each in the capital of the
Company
"Panmure Gordon" Panmure Gordon (UK) Limited
"Placees" participants in the Placing
"Placing" the conditional placing of
up to 1,449,000 Placing Shares
with the Placees at the Placing
Price
"Placing Agreement" the agreement between the
Company, Panmure Gordon,
and the Selling Shareholders
dated 18 May 2017, pursuant
to which Panmure Gordon has
agreed to use reasonable
endeavours to procure Placees
for the Placing Shares
"Placing Price" the price at which the Placing
Shares will be placed pursuant
to the Placing, being 690
pence per Placing Share
"Placing Shares" together, the New Shares
and the Sale Shares
"Sale Shares" up to, in aggregate, 839,000
existing Ordinary Shares
to be sold as part of the
Placing
"Selling Shareholders" Andrew Wass, Chris Scott,
Gareth Bevan and Dean Murray,
each of whom is a Director
of the Company
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of Great
Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBUGDURSBBGRI
(END) Dow Jones Newswires
May 18, 2017 11:49 ET (15:49 GMT)
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