TIDMGFIN
RNS Number : 7334E
Gfinity PLC
14 March 2022
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
14 March 2022
Gfinity PLC
("Gfinity", the "Company" or the "Group")
Fundraising to raise GBP2.70 million and Notice of General
Meeting
Gfinity plc (AIM: GFIN), a world leading esports solutions
provider, announces that further to its first half trading update
announced on 9 March 2022, it has conditionally raised GBP2.70
million, before expenses, by a placing and direct subscription of
new ordinary shares of 0.1p each in the Company ("New Ordinary
Shares") at a price of 1.25 pence per share (the "Issue Price")
(the "Fundraising"). In addition, for every New Ordinary Share,
subscribers in the Fundraising will be issued with one warrant to
subscribe for one Ordinary Share at the Issue Price (the
"Warrants"). The Fundraising proceeds will be used for working
capital purposes.
The Placing has been conducted in accordance with the terms and
conditions set out in the Appendix.
The Issue Price represents a discount of 2.3 per cent. to the
previous day closing share price of 1.28 pence per share on 11
March 2022, being the Last Practicable Date prior to the
publication of this Announcement.
The Fundraising has been conducted by Canaccord Genuity Limited
("Canaccord") as Nominated Adviser, Sole Bookrunner and Broker (the
"Bookrunner").
The Placing is split into a Firm Placing and Conditional
Placing, and the Subscription is split into a Firm Subscription and
Conditional Subscription. The gross proceeds of the Firm Placing
and Firm Subscription will be approximately GBP1.31 million and the
gross proceeds of the Conditional Placing and Conditional
Subscription will be approximately GBP1.39 million. The Firm
Placing and Firm Subscription are not subject to shareholder
approval. The Conditional Placing and Conditional Subscription are
conditional, inter alia, upon the passing of the Resolutions at a
General Meeting, Second Admission and the Placing Agreement not
being terminated prior to Second Admission (and in any event no
later than 15 April 2022).
Enquiries :
Gfinity plc www.gfinityplc.com
John Clarke, CEO Via Teneo
Teneo (Media) Tel: +44 7880 715975
Anthony Di Natale Gfinity@teneo.com
Canaccord Genuity Limited (Nominated Adviser, Tel: +44 (0)207 523
Sole Bookrunner & Sole Broker) 8150
Bobbie Hilliam / Georgina McCooke / Patrick
Dolaghan
About Gfinity
Gfinity (AIM: GFIN) is a market-leading digital media publisher
and technology company in the rapidly growing esports and
competitive gaming sector. Created by gamers for the world's three
billion gamers, Gfinity has a unique understanding of this
fast-growing global community. It uses this expertise both to
provide advisory services and to design, develop and deliver
unparalleled experiences and winning strategies for game
publishers, sports rights holders, commercial partners and media
companies.
Gfinity connects its partners with the esports community in
authentic and innovative ways. This consists of on -- and-off-line
competitions and industry -- leading content production.
Relationships include Activision Blizzard, EA SPORTS, F1 Esports
Series Red Bull, Abu Dhabi Motorsport Management and Coca Cola.
Gfinity connects directly with tens of millions of gamers each
month through its digital media group, Gfinity Digital Media.
Gfinity Digital Media includes websites such as: Gfinityesports,
RealSport101, Epicstream, Stock Informer, StealthOptional,
RacingGames.gg, MTGRocks.com and their respective social
channels.
All Gfinity services are underpinned by the Company's
proprietary technology platform, delivering a level playing field
for all competitors and supporting scalable multi-format leagues,
ladders and knockout competitions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
The person responsible for arranging the release of this
information is John Clarke, Chief Executive Officer of the
Company.
ADDITIONAL INFORMATION
Expected Timetable
Announcement of the Fundraising 14 March 2022
Circular published and sent to Shareholders 16 March 2022
on or before
Admission of the Firm Placing Shares and 18 March 2022
Firm Subscription Shares ("First Admission")
CREST member accounts expected to be credited 18 March 2022
for the
Firm Placing Shares and Firm Subscription
Shares in uncertificated form (where applicable)
Despatch of definitive share certificates by 1 April 2022
for the Firm Placing Shares and Firm Subscription
Shares in certificated form (where applicable)
Latest time and date for receipt of voting 10.00 a.m. on 30 March
instruction for the GM 2022
General Meeting 10.00 a.m. on 1 April
2022
Result of General Meeting announced 1 April 2022
Expected admission of the Conditional Placing 4 April 2022
Shares and Conditional Subscription Shares
to trading on AIM ("Second Admission")
CREST member accounts expected to be credited 4 April 2022
for the Conditional Placing Shares and Conditional
Subscription Shares in uncertificated form
(where applicable)
Despatch of definitive share certificates by 18 April 2022
for the Conditional Placing Shares and Conditional
Subscription Shares in certificated form
(where applicable)
Notes:
Each of the dates in the above timetable is subject to change at
the absolute discretion of the Company.
If any of the above times and/or dates change, the revised
time(s) and/or date(s) will be notified to Shareholders by
announcement through a Regulatory Information Service. References
to time in this Announcement are to London time except when
otherwise stated.
All events listed in the above timetable following the General
Meeting are conditional on the passing of the Resolutions at the
General Meeting.
Background to and reasons for the Fundraising
On 9 March 2022, the Company announced a Trading Update ahead of
the publication of unaudited interim results for the six-month
period ended 31 December 2021.
H1 Performance
Through the first half of the financial year, the Company has
continued to implement its strategic focus on 'what it owns', in
particular its fast growing owned audience in the Gfinity Digital
Media (GDM) segment of the business. The Company expects to
announce its unaudited interim results for the six month period
ended 31 December 2021 before the end of March 2022.
Gfinity expects to report an adjusted operating loss of GBP0.4m
(H1 FY21: GBP0.9m loss). This represents a 52 per cent. year on
year improvement, building on a 71 per cent. improvement in the
prior year, as the business continues on its path towards
profitability.
Revenue for the period is expected to be GBP3.3m (H1 FY21:
GBP3.0m), representing an improvement of 8% year on year. This
figure has been impacted by the decision to consolidate the V10 R
League, Gfinity's jointly owned digital motorsport property in
conjunction with Abu Dhabi Motorsports Management, into a single
season taking place in the latter part of the financial year. If
revenues relating to this were eliminated from the comparative
period, the year on year revenue increase would be 24 per cent.
Full Year Outlook
Notwithstanding the strong progress made during H1 in the areas
of greatest strategic value, the Directors announced on 09 March
2022 that they had concluded that full year revenue would be below
previous market
expectations. This decision was influenced by a number of factors including:
- a slower than anticipated return to live esports events, which
while not the long-term strategic focus of the business, still has
an impact on short term revenue and profits; and
- ongoing discussions around a material partnership in the
betting sector, which the Directors still expect to complete, but
which is now unlikely to deliver the impact on FY22 revenues that
originally had been anticipated
The Directors do not believe the long-term prospects or future
pathway to profitability in 2023 and beyond have changed.
Cash Position and Use of Proceeds
As at 31 December 2021, Gfinity had cash reserves of GBP1.5m (30
June 2021: GBP1.4m). As at 9 March 2022, the Company had cash
reserves of GBP0.8m. Following the delay in delivery of certain
revenue streams, the Directors concluded it was in the best
interests of the Group to secure additional funding. The Directors
therefore took the decision to undertake the Fundraising.
In the opinion of the Directors having made due and careful
enquiry, taking into account the net proceeds of the Fundraising,
the working capital available to the Group will be sufficient for
its present requirements, that is for at least the next 12 months
from the date of the Second Admission.
Details of the Fundraising and Warrants
The Company has conditionally raised GBP2.70 million (before
expenses) through the placing and subscription of 216,000,000 New
Ordinary Shares. In addition, for every New Ordinary Share,
subscribers in the Fundraising will be issued with one warrant to
subscribe for one Ordinary Share at the Issue Price.
The Issue Price of 1.25 pence per New Ordinary Share represents
a discount of 2.3% per cent. to the previous day closing share
price of 1.28 pence per share on 11 March 2022 (being the Last
Practicable Date prior to the publication of this
Announcement).
The Warrants may be exercised for 12 months following the date
of Second Admission. The Warrants shall not be admitted to trading
on AIM or any other stock market and are not transferable. The
issuance of the Warrants linked to the Conditional Placing Shares
and Conditional Subscription Shares will be subject, inter alia, to
the passing of the Resolutions and Second Admission.
The Company intends to raise GBP941,327 gross through the issue
of 75,306,168 Firm Placing Shares at the Issue Price. The Company
intends to raise GBP361,173 gross through the issue of 28,893,832
Firm Subscription Shares at the Issue Price. The Firm Placing and
Firm Subscription will utilise the general authorities approved by
Shareholders to place shares for cash granted to the Directors at
the 2021 Company Annual General Meeting and therefore the Firm
Placing and Firm Subscription is not subject to shareholder
approval or inter-conditional on the Conditional Placing and
Conditional Subscription proceeding
The Company intends to raise approximately GBP941,327 gross
through the issue of 75,306,168 Conditional Placing Shares at the
Issue Price. The Company intends to raise approximately GBP456,173
gross through the issue of 36,493,832 Conditional Subscription
Shares at the Issue Price.
The Conditional Placing Shares and Conditional Subscription
Shares will be subject to shareholder approval of related
resolutions at a General Meeting.
Canaccord has entered into a Placing Agreement with the Company
under which Canaccord has, on the terms and subject to the
conditions set out therein (including First Admission and Second
Admission), undertaken to use its reasonable endeavours to procure
subscribers for 150,612,320 Placing Shares at the Issue Price. The
Placing Agreement contains certain warranties and indemnities from
the Company in favour of Canaccord. The Placing is not being
underwritten by Canaccord or any other person.
The Company and the Subscribers have entered into the
Subscription Letters relating to the Subscription pursuant to
which, subject to certain conditions, the Subscribers shall
subscribe for, in aggregate the Firm Subscription Shares and the
Conditional Subscription Shares to be issued by the Company at the
Issue Price.
The Conditional Placing and Conditional Subscription are
conditional, inter alia, upon the passing of the Resolutions and
Second Admission and the Placing Agreement not being terminated
prior to Second Admission (and in any event no later than 15 April
2022).
Admission and Settlement
The issue of the New Ordinary Shares is being made on a non
pre-emptive basis.
Application has been made to the London Stock Exchange for the
Firm Placing Shares and Firm Subscription Shares, being issued
pursuant to the Firm Placing and Firm Subscription, to be admitted
to trading on AIM. Admission of the Firm Placing Shares and the
Firm Subscription Shares is expected to become effective on or
around 8.00 a.m. on 18 March 2022 (or such later date as the
Company and Canaccord may agree, being no later than 25 March
2022).
Application will be made to the London Stock Exchange for the
Conditional Placing Shares and Conditional Subscription Shares,
being issued pursuant to the Conditional Placing and Conditional
Subscription, to be admitted to trading on AIM, subject to approval
of the Resolutions. Admission of the Conditional Placing Shares and
Conditional Subscription Shares is expected to become effective on
or around 8.00 a.m. on 4 April 2022 (or such later date as the
Company and Canaccord may agree, being no later than 15 April
2022).
The New Ordinary Shares, when issued and fully paid, will rank
pari passu in all respects with the existing ordinary shares of
0.1p each of the Company in issue and therefore will rank equally
for all dividends or other distributions declared, made or paid
after admission.
Director and Corporate Participation
As part of the Subscription, certain Directors intend to
subscribe for New Ordinary Shares at the Issue Price following the
release of the Company's interim results for the six months ended
31 December 2021 and the cessation of the applicable close period
for Director dealings. Details of the New Ordinary Shares for which
the Directors and their persons closely associated will be
subscribing and their resultant shareholdings are displayed
below.
Number
Number of Ordinary Percentage Number
of Ordinary Percentage Number of Shares of ISC of Warrants
Shares of ISC New Ordinary held on held on held on
currently currently Shares being Second Second Second
Name held held acquired Admission Admission Admission
John
Clarke 1,847,222 0.17% 2,000,000 3,847,222 0.29% 2,000,000
----------------------------- ----------- ---------------------- ---------------------- ----------- -----------------------
Jonathan
Hall 1,472,222 0.13% 2,000,000 3,472,222 0.26% 2,000,000
----------------------------- ----------- ---------------------- ---------------------- ----------- -----------------------
Len
Rinaldi - 0.00% 2,000,000 2,000,000 0.15% 2,000,000
----------------------------- ----------- ---------------------- ---------------------- ----------- -----------------------
Hugo
Drayton - 0.00% 1,600,000 1,600,000 0.12% 1,600,000
----------------------------- ----------- ---------------------- ---------------------- ----------- -----------------------
Total 7,600,000 10,919,444 7,600,000
----------------------------- ----------- ---------------------- ---------------------- ----------- -----------------------
The Company will release an announcement confirming the Director
subscriptions as and when the Directors set out above sign
subscription letters.
In addition to the above, as part of the Subscription, Mobile
Streams plc has agreed to subscribe for 20,000,000 New Ordinary
Shares at the Issue Price. The Directors intend to have discussions
with Mobile Streams plc about future commercial arrangements that
benefit both parties.
General Meeting
A General Meeting to consider and approve the allotment of the
Conditional Placing Shares and the Conditional Subscription Shares
will be held at Gfinity Arena at Vue Cinema, Fulham Broadway Retail
Centre, Fulham Road, London SW6 1BW at 10:00 a.m. on 1 April 2022.
A circular will be made available to Shareholders on 15 March 2022
and will be available to view on the Company's website at
www.gfinityplc.com/investors
Recommendation
The Board of Gfinity considers the Fundraising to be in the best
interests of the Company and its Shareholders as a whole and
therefore the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions as they intend to do in respect
of their own shareholdings of, in aggregate, 18,196,689 Ordinary
Shares (representing approximately 1.66 per cent. of the Company's
existing issued share capital).
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia (save to professional investors and sophisticated
investors), Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The New Ordinary Shares referred to herein have not
been and will not be registered under the Securities Act and may
not be offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of New
Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or the Bookrunner or any
of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to such New Ordinary
Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), (b) in the United Kingdom, persons who
are "qualified investors", as defined in Article 2 (e) of the
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") and who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO") or (ii) fall within the definition of "high net
worth companies, unincorporated associations etc." in Article
49(2)(a) to (d) of the FPO or (c) persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other
person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this announcement,
investors represent and agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by the Bookrunner
or any other person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the UK Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Canaccord, which is authorised and regulated in the United
Kingdom by the FCA, are acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Canaccord or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company or Canaccord
or by their affiliates or their respective agents, directors,
officers and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Canaccord are
only procuring investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
APPIX - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED INVESTORS", AS
DEFINED IN ARTICLE 2 (E) OF THE REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"), (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE
REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION") AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "FPO") OR (II) FALL WITHIN THE DEFINITION OF "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE
49(2)(A) TO (D) OF THE FPO OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER
PERSON SHOULD ACT ON OR RELY ON THIS ANNOUNCEMENT AND PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT,
INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO,
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT
PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing, unless otherwise
specifically agreed. Each person to whom these conditions apply, as
described above, who confirms his agreement to the Bookrunner
(whether orally or in writing) to acquire Placing Shares under the
Placing (an "Investor") hereby agrees with the Bookrunner and the
Company to be bound by the contract note issued by the Bookrunner
to such Investor and these terms and conditions, unless otherwise
specifically agreed, being the terms and conditions upon which
Placing Shares will be sold under the Placing. An Investor shall,
without limitation, become so bound when the Bookrunner confirms to
such Investor its allocation of Placing Shares under the
Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to them at the Issue Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
The Bookrunner reserves the right, by agreement with the
Company, to increase the size of the Placing to accommodate
additional demand.
(b) Application for Admission
Application has been made to the London Stock Exchange for the
Firm Placing Shares and the Firm Subscription Shares, being issued
pursuant to the Firm Placing and the Firm Subscription, to be
admitted to trading on AIM. Admission of the Firm Placing Shares
and the Firm Subscription Shares is expected to become effective on
or around 8.00 a.m. on 18 March 2022 (or such later date as the
Company and Canaccord may agree, being no later than 25 March
2022).
Application will be made to the London Stock Exchange for the
Conditional Placing Shares and the Conditional Subscription Shares,
being issued pursuant to the Conditional Placing and the
Conditional Subscription, to be admitted to trading on AIM, subject
to approval of the Resolutions. Admission of the Conditional
Placing Shares and the Conditional Subscription Shares is expected
to become effective on or around 8.00 a.m. on 4 April 2022 (or such
later date as the Company and Canaccord may agree, being no later
than 15 April 2022).
(c) Participation in, and principal terms of, the Placing
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Bookrunner.
Participation in the Placing is on the terms and conditions in
this Announcement and will be legally binding on the Placee.
Each Placee's allocation will be confirmed to Placees orally, or
by email, by Canaccord and a trade confirmation or contract note
will be dispatched in connection therewith. A Bookrunner's
confirmation (either oral or written) of the size of allocations
will constitute an irrevocable legally binding agreement in favour
of the Company and the Bookrunner pursuant to which each such
Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out herein and in
accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued by the Bookrunner to such Placee. The terms of
this Appendix will be deemed incorporated in that trade
confirmation.
The Bookrunner reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Bookrunner also reserves the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Bookrunner.
Each Placee's obligations will be owed to the Company and to the
Bookrunner. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and the Bookrunner, as
agent of the Company, to pay to the Bookrunner (or as the
Bookrunner may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares
allocated to such Placee.
To the fullest extent permissible by law, none of the
Bookrunner, any subsidiary of the Bookrunner, any branch, affiliate
or associated undertaking of the Bookrunner or any such subsidiary,
nor any of their respective directors, officers, employees, agents
or advisers (each a "Bookrunner Affiliate") nor any person acting
on their behalf shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Bookrunner, any Bookrunner Affiliate nor
any person acting on their behalf shall have any liability
(including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Placing or of such
alternative method of effecting the Placing as the Bookrunner may
determine.
All obligations of the Bookrunner under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
(d) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunner under the Placing Agreement
are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) First Admission occurring not later than 18 March 2022, or
such later time and/or date as the Bookrunner and the Company may
agree (but in any event not later than 25 March 2022);
(iii) Second Admission occurring not later than 4 April 2022, or
such later time and/or date as the Bookrunner and the Company may
agree (but in any event not later than 15 April 2022);
(iv) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading in all
material respects on and as of the date of the Placing Agreement,
at First Admission and at Second Admission; and
(v) the Company having complied with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
First Admission and Second Admission (as the case may be).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Bookrunner), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof.
None of the Bookrunner, any Bookrunner Affiliate, the Company,
nor any subsidiary of the Company, nor any branch, affiliate or
associated undertaking of any such company nor any of their
respective directors, officers and employees (each a "Company
Affiliate") shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that the
Bookrunner's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
(e) Right to terminate under the Placing Agreement
The Bookrunner has the right to terminate the Placing Agreement
in certain circumstances prior to First Admission and Second
Admission, in particular, where any warranty was, when given,
untrue, inaccurate or misleading, or where any warranty is not, or
has ceased to be, true, accurate or not misleading (or would not be
true, accurate or not misleading if then repeated) by reference to
the facts subsisting at the relevant time, where the Company has
failed to comply with certain of its obligations under the Placing
Agreement, or upon the occurrence of a force majeure event or a
material adverse change in the financial or trading position or
prospects of any member of the Group.
By participating in the Placing, each Placee agrees with the
Bookrunner 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 the
Bookrunner need not make any reference to the Placees in this
regard and that, to the fullest extent permitted by law, neither
the Company, the Bookrunner, any Bookrunner Affiliate nor any
Company Affiliate shall have any liability whatsoever to the
Placees in connection with any such exercise or failure to so
exercise.
(f) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Bookrunner and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Bookrunner (other than the amount of the relevant
Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any Bookrunner
Affiliate, any persons acting on its or their behalf or the Company
or any Company Affiliate and neither the Bookrunner, any Bookrunner
Affiliate, nor any persons acting on their behalf, the Company, any
Company Affiliate nor any persons acting on their behalf will be
liable for the decision of any Placee to participate in the Placing
based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
to and agrees with its respective Bookrunner, for itself and as
agent for the Company that (except for, in relation to the Company,
the information contained in this Announcement) it has relied on
its own investigation of the business, financial or other position
of the Company in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
(g) Registration and settlement
Settlement of transactions in the Placing Shares following First
Admission and Second Admission will take place within the CREST
system, using the delivery versus payment mechanism, subject to
certain exceptions. The Bookrunner reserves the right to require
settlement for and delivery of the Placing Shares to Placees by
such other means as they may deem necessary, including, without
limitation, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
CREST Participant ID of Canaccord: 805
Trade Date 14 March 2022
--------------
Settlement Date (First Admission) 18 March 2022
--------------
Settlement Date (Second Admission) 04 April 2022
--------------
ISIN Code GB00BT9QD572
--------------
SEDOL BT9QD57
--------------
Deadline for input instruction into CREST 17 March 2022
(First Admission)
--------------
Deadline for input instruction into CREST 01 April 2022
(Second Admission)
--------------
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
the Bookrunner and settlement instructions. Placees should settle
against the CREST ID provided above by Canaccord. It is expected
that such trade confirmation will be despatched on the expected
trade date shown above. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions which it has in place with Canaccord, as
applicable.
It is expected that settlement will take place on the settlement
date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by the 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 percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's own account and
profit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The Placee will, however, remain liable for
any shortfall below the aggregate amount owed by such Placee and it
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Bookrunner nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
(h) Agreement to acquire Placing Shares
Conditional on: (i) First Admission occurring and becoming
effective by 8.00 a.m. (London time) on 18 March 2022 (or such
later time and/or date as the Company and the Bookrunner may
agree), Second Admission occurring and becoming effective by 8.00
a.m. (London time) on 4 April 2022 (or such later time and/or date
as the Company and the Bookrunner may agree) and on the Placing
Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before
First Admission and Second Admission (as the case may be); and (ii)
the confirmation mentioned under paragraph (a) above, an Investor
agrees to become a member of the Company and agrees to acquire
Placing Shares at the Issue Price. The number of Placing Shares
acquired by such Investor under the Placing shall be in accordance
with the arrangements described above.
(i) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing
Shares acquired by such Investor in such manner as shall be
directed by the Bookrunner. In the event of any failure by an
Investor to pay as so directed, the relevant Investor shall be
deemed hereby to have appointed the Bookrunner or its nominee to
sell (in one or more transactions) any or all of the Placing Shares
in respect of which payment has not been made as so directed and to
have agreed to indemnify on demand the Bookrunner in respect of any
liability for stamp duty and/or stamp duty reserve tax arising in
respect of any such sale or sales.
(j) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising the Bookrunner to
notify an Investor's name to the Registrars, is deemed to
acknowledge, agree, undertake, represent and warrant to the
Bookrunner, the Registrars and the Company that:
1. the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Investor agrees that these terms and conditions and the contract
note issued by Canaccord to such Investor represent the whole and
only agreement between the Investor, the Bookrunner and the Company
in relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Investor agrees that none
of the Company, the Bookrunner nor any of their officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
2. the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Bookrunner, nor any person affiliated with the Bookrunner or
acting on their behalf is responsible for or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by an Investor to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise;
3. the Investor has not relied on the Bookrunner or any person
affiliated with the Bookrunner in connection with any investigation
of the accuracy of any information contained in this Announcement
or its investment decision;
4. in agreeing to acquire Placing Shares under the Placing, the
Investor is relying on this Announcement and not on any draft
hereof or other information or representation concerning the Group,
the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor the Bookrunner nor their officers,
directors or employees will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
5. the Bookrunner is not making any recommendations to Investors
or advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and
each Investor acknowledges that participation in the Placing is on
the basis that it is not and will not be a client of the Bookrunner
and that the Bookrunner is acting for the Company and no one else,
and the Bookrunner will not be responsible to anyone else for the
protections afforded to its clients, and that the Bookrunner will
not be responsible for anyone other than the Company for providing
advice in relation to the Placing, the contents of this
Announcement or any transaction, arrangements or other matters
referred to herein, and the Bookrunner will not be responsible for
anyone other than the relevant parties to the Placing Agreement in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise
or performance of the Bookrunner's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
6. save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
the Bookrunner nor its respective directors or employees shall be
liable to an Investor for any matter arising out of the role of the
Bookrunner as the Company's broker and nominated adviser pursuant
to the AIM Rules or otherwise, and that where any such liability
nevertheless arises as a matter of law each Investor will
immediately waive any claim against the Bookrunner and their
respective directors and employees which an Investor may have in
respect thereof;
7. the Investor has complied with all applicable laws and such
Investor will not infringe any applicable law as a result of such
Investor's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
8. all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
9. it understands that no action has been or will be taken in
any jurisdiction by the Company, the Bookrunner or any other person
that would permit a public offering of the Placing Shares, or
possession or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required; and that,
if the Investor is in a relevant EEA member state, it is: (i) a
legal entity which is authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; (ii) a legal
entity which has two or more of: (a) an average of at least 250
employees during the last financial year; (b) a total balance sheet
of more than EUR43,000,000; and (c) an annual net turnover of more
than EUR50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the UK Prospectus Regulation or other applicable laws;
or (iv) in the case of any Placing Shares acquired by an Investor
as a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation, either:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Regulation Rules, or in circumstances in which the prior
consent of the Bookrunner has been given to the placing or resale;
or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Regulation Rules as having been made to such
persons;
10. to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
11. the Placing Shares have not been and will not be registered
under the US Securities Act or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa or where to do so may contravene local securities laws
or regulations;
12. the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
13. if it is acquiring the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account;
14. the Company, the Registrars or transfer agent or other agent
of the Company, will not be required to accept the registration of
transfer of any Placing Shares acquired by the Investor, except
upon presentation of evidence satisfactory to the Company that the
foregoing restrictions on transfer have been complied with;
15. the Investor invests in or purchases securities similar to
the Placing Shares in the normal course of its business and it has
such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment
in the Placing Shares;
16. the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
17. the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
18. there may be adverse consequences to the Investor under tax
laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
19. the Investor is not a resident of Australia (other than in
the case of professional investors and sophisticated investors
resident in Australia), Canada, Japan or the Republic of South
Africa and acknowledges that the Placing Shares have not been and
will not be registered nor will a prospectus be prepared in respect
of the Placing Shares under the securities legislation of
Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, the Placing Shares may not be
offered or sold, directly or indirectly, in or into those
jurisdictions;
20. the Investor is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
21. in the case of a person who confirms to the Bookrunner on
behalf of an Investor an agreement to acquire Placing Shares under
the Placing and/or who authorises the Bookrunner to notify such
Investor's name to the Registrars, that person represents that he
has authority to do so on behalf of the Investor;
22. the Investor has complied with its obligations in connection
with money laundering and terrorist financing under the Money
Laundering Regulations 2017 and any other applicable law,
regulations or guidance concerning the prevention of money
laundering and, if it is making payment on behalf of a third party,
that: (i) satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party; and (ii) arrangements
have been entered into with the third party to obtain from the
third party copies of any identification and verification data
immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at the
Bookrunner's discretion;
23. the Investor agrees that, due to anti-money laundering and
the countering of terrorist financing requirements, the Bookrunner
and/or the Company may require proof of identity of the Investor
and related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, the Bookrunner and/or the
Company may refuse to accept the application and the moneys
relating thereto. The Investor holds harmless and will indemnify
the Bookrunner and/or the Company against any liability, loss or
cost ensuing due to the failure to process this application, if
such information as has been required has not been provided by it
or has not been provided on a timely basis;
24. the Investor is not, and is not applying as nominee or agent
for, a person which is, or may be, mentioned in any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services);
25. the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
26. if the Investor is in the UK, the Investor is a person: (i)
who has professional experience in matters relating to investments
falling within article 19(5) of the FPO; or (ii) a high net worth
entity falling within article 49(2)(a) to (d) of the FPO or (iii)
is a person to whom this announcement may otherwise be lawfully
communicated, and in all cases is capable of being categorised as a
Professional Client or Eligible Counterparty for the purposes of
the Financial Conduct Authority Conduct of Business Rules;
27. if the Investor is in the EEA, the person is a "Professional
Client/Eligible Counterparty" within the meaning of Annex
11/Article 24 (2) of MiFID and is not participating in the Placing
on behalf of persons in the EEA other than professional clients or
persons in the UK and other member states (where equivalent
legislation exists) for whom the Investor has authority to make
decisions on a wholly discretionary basis;
28. each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with the
Bookrunner and the Company that: (i) it is a qualified investor
within the meaning of the law in that relevant member state
implementing Article 2(e) of the Prospectus Regulation; and (ii) in
the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the Prospectus Regulation, or in other circumstances
falling within Article 3(2) of the Prospectus Regulation and the
prior consent of the Bookrunner has been given to the offer or
resale; or (B) where Placing Shares have been acquired by it on
behalf of persons in any relevant member state other than qualified
investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
29. if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the
meaning of sections 708(11) and 708(8) respectively of the
Australian Corporations Act 2001 (Cth);
30. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
31. in the case of a person who confirms to the Bookrunner on
behalf of an Investor an agreement to acquire Placing Shares under
the Placing and who is acting on behalf of a third party, that the
terms on which the Investor (or any person acting on its behalf)
are engaged enable it to make investment decisions in relation to
securities on that third party's behalf without reference to that
third party;
32. the exercise by the Bookrunner of any rights or discretions
under the Placing Agreement shall be within the absolute discretion
of the Bookrunner and the Bookrunner need not have any reference to
any Investor and shall have no liability to any Investor whatsoever
in connection with any decision to exercise or not to exercise or
to waive any such right and each Investor agrees that it shall have
no rights against the Bookrunner or any of their directors or
employees under the Placing Agreement;
33. it irrevocably appoints any director of Canaccord (as
relevant to its participation in the Placing) as its agent for the
purposes of executing and delivering to the Company and/or the
Registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing and otherwise to do all acts,
matters and things as may be necessary for, or incidental to, its
acquisition of any Placing Shares in the event of its failure so to
do;
34. it will indemnify and hold the Company, the Bookrunner and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
35. the Bookrunner may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and,
except as required by applicable law or regulation, the Bookrunner
will not make any public disclosure in relation to such
transactions; and
36. the Bookrunner and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by the Bookrunner and/or any
of their respective affiliates, acting as an investor for its or
their own account(s). Neither the Bookrunner nor the Company intend
to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so.
The Company and the Bookrunner will rely upon the truth and
accuracy of each of the foregoing representations, warranties and
undertakings.
(k) Supply and disclosure of information
If the Bookrunner, the Registrars or the Company or any of their
respective agents request any information about an Investor's
agreement to acquire Placing Shares, such Investor must promptly
disclose it to them and ensure that such information is complete
and accurate in all respects.
(l) Miscellaneous
The rights and remedies of the Bookrunner, the Registrars and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them, and the exercise or partial exercise of one will not prevent
the exercise of others.
1. On application, each Investor may be asked to disclose, in
writing or orally to the Bookrunner:
a. if he is an individual, his nationality; or
b. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
2. All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
Bookrunner.
3. Each Investor agrees to be bound by the Articles (as amended
from time to time) once the Placing Shares which such Investor has
agreed to acquire have been acquired by such Investor.
4. These provisions may be waived, varied or modified as regards
specific Investors or on a general basis by the Bookrunner.
5. The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of the Bookrunner, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
6. In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
7. The Bookrunner and the Company each expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing
Shares under the Placing are determined.
8. The Placing is subject to the satisfaction of the conditions
contained in the Placing Agreement and the Placing Agreement not
having been terminated.
DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"AIM Rules" the AIM Rules for Companies, as published and
amended from
time to time by the London Stock Exchange;
"Articles" the articles of association of the Company at the
date of this Announcement;
"Business Day" any day (other than a Saturday or Sunday) upon
which
commercial banks are open for business in London, UK;
"Canaccord" or the "Bookrunner" Canaccord Genuity Limited, the
Company's nominated adviser and broker pursuant to the AIM
Rules;
"Circular" the circular, containing further details of the
Fundraising and Notice of the General Meeting to, inter alia,
approve the Resolutions required to implement the Fundraising,
which is expected to be published and despatched to Shareholders on
or around 15 March 2022;
"Company", "Group" or "Gfinity" Gfinity plc;
"Conditional Placing" the placing of the Conditional Placing
Shares at the Issue Price as described in this Announcement;
"Conditional Placing Shares " the 75,306,168 new Ordinary Shares
which have been conditionally placed by Canaccord with
institutional and other investors pursuant to the Placing;
"Conditional Subscription" the subscription of the Conditional
Subscription Shares at the Issue price as described in this
Announcement;
"Conditional Subscription Shares" the 36,493,832 new Ordinary
Shares to be subscribed for by persons who have entered into
subscription letters with the Company pursuant to the Conditional
Subscription;
"CREST" the relevant system for the paperless settlement of
trades and the holding of uncertificated securities operated by
Euroclear UK and Ireland in accordance with the CREST
Regulations;
"CREST member" a person who has been admitted by Euroclear UK
& Ireland as a
system-member (as defined in the CREST Regulations);
"Directors" or "Board" the directors of the Company;
"Enlarged Share Capital " the issued ordinary share capital of
the Company immediately following Second Admission;
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited,
the operator of CREST;
"Existing Ordinary Shares" the 1,099,696,579 existing Ordinary
Shares as at the date of this
Announcement;
"FCA" the Financial Conduct Authority;
"First Admission" the admission of the Firm Placing Shares and
the Firm Subscription Shares to trading on AIM becoming effective
in accordance with the AIM Rules;
"Firm Placing" the placing of the Firm Placing Shares at the
Issue Price as described in this Announcement;
"Firm Placing Shares " the 75,306.168 new Ordinary Shares which
have been placed by Canaccord with institutional and other
investors pursuant to the Firm Placing;
"Firm Subscription" the subscription of the Firm Subscription
Shares at the Issue price as described in this Announcement;
"Firm Subscription Shares " the 28,893,832 new Ordinary Shares
to be subscribed for by persons who have entered into subscription
letters with the Company pursuant to the Firm Subscription;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"Fundraising" the Firm Placing, the Firm Subscription, the
Conditional Placing and the Conditional Subscription;
"General Meeting" or "GM" the general meeting of Shareholders to
be held as stated in the Notice of General Meeting ;
"ISIN" International Securities Identification Number;
"Issue Price" 1.25 pence per New Ordinary Share;
"Last Practicable Date" 11 March 2022;
"Link" or "Link Group" a trading name of Link Asset Services
Limited, registrar to the
Company;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the Firm Placing Shares, the Firm
Subscription Shares, the Conditional Placing Shares and the
Conditional Subscription Shares;
"Notice of General Meeting" the notice of General Meeting set
out at the end of the Circular;
"Ordinary Shares" the ordinary shares of 0.1p each in the
capital of the Company;
"Placees" the persons who have conditionally agreed to subscribe
for the Firm Placing Shares and the Conditional Placing Shares;
"Placing" the Firm Placing and the Conditional Placing ;
"Placing Agreement" the conditional agreement dated 14 March
2022 between the Company and Canaccord relating to the Placing;
"Placing Shares" the Firm Placing Shares and the Conditional
Placing Shares;
"Registrars" Link Group;
"Resolutions" the resolutions numbered 1, 2 and 3 set out in the
Notice
of General Meeting to be proposed at the General Meeting;
"Restricted Jurisdiction" each and any of the United States of
America, Australia, Canada, Japan, New Zealand, Russia, and the
Republic of South Africa and any other jurisdiction where extension
or availability of the Placing would breach any applicable law or
regulations;
"Second Admission" the admission of the Conditional Placing
Shares and the Conditional Subscription Shares to trading on AIM
becoming effective in accordance with the AIM Rules;
"Shareholder(s) " holder(s) of Existing Ordinary Shares;
"sterling", "pounds sterling", the lawful currency of the United
Kingdom; "GBP", "pence" or "p"
"Subscribers" the persons who have conditionally agreed to
subscribe for the Firm Subscription Shares and the Conditional
Subscription Shares;
"Subscription" the Firm Subscription and the Conditional
Subscription;
"US Securities Act" the United States Securities Act of 1933 (as
amended); and
" Warrants " warrants pursuant to the warrant instrument to be
dated on or around 14 March 2022, granting Subscribers and Placees
one warrant in respect of each New Ordinary Share subscribed for by
such Subscriber or Placee to subscribe for one new Ordinary Share
in the Company at the Issue Price for 12 months. Those granted in
relation to Conditional Placing Shares and Conditional Subscription
Shares are subject to the approval of the Resolutions at the
GM.
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END
MSCSFSFWLEESESD
(END) Dow Jones Newswires
March 14, 2022 13:04 ET (17:04 GMT)
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