TIDMGROW
RNS Number : 3028P
Draper Esprit PLC
25 May 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY.
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 SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
This announcement contains inside information.
Draper Esprit plc
("Draper Esprit" or the "Company")
proposed placing and subscription TO RAISE gross proceeds of UP
TO GBP115 MILLION
Introduction
Draper Esprit (AIM: GROW, ESM: GRW), a leading venture capital
firm involved in the creation, funding and development of
high-growth digital technology businesses across Europe, is pleased
to announce a proposed Placing and Subscription to raise gross
proceeds of up to GBP115 million at an issue price of 420 pence per
New Ordinary Share.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will be launched immediately
following this announcement. The number of Placing Shares and
Subscription Shares will be determined following the Bookbuild.
Numis and Goodbody are acting as joint brokers in connection with
the Bookbuild.
SUMMARY
-- The primary purpose of the Placing and the Subscription is to
raise further funds so that the Company may continue to develop its
successful strategy since IPO of investing in early and growth
stage digital European technology businesses in order to deliver
attractive long term returns to investors.
-- The allotment of the Placing Shares and Subscription Shares
is conditional, inter alia, upon the Company obtaining approval of
the Shareholders at a general meeting of the Company to be convened
for 10.00 a.m. on 13 June 2018 (the "General Meeting") to grant the
Directors the authority to allot the Placing Shares and
Subscription Shares and to dis-apply statutory pre-emption rights
which would otherwise apply to such allotment.
-- The Issue Price represents a discount of 6.7 per cent. to the
closing mid-market price of 450 pence per Ordinary Share on 24 May
2018.
-- The Bookbuild is expected to close no later than 5.30 p.m.
(London time) on 25 May 2018. The timing of the closing of the
Bookbuild and the final number and allocation of Placing Shares and
Subscription Shares to be issued at the Issue Price are to be
determined at the discretion of the Company and the Brokers.
-- Following the close of the Bookbuild, a further announcement
will be made confirming final details of the Placing and the
Subscription.
Simon Cook, CEO Draper Esprit commented:
"This fundraise follows increased investor demand for exposure
to Europe's high growth, privately owned technology companies.
Alongside the additional GBP61 million the Group has raised across
the EIS, VCT and secondary funds this year, it will provide us with
continued firepower to invest across the consumer technology,
enterprise technology, hardware and digital healthcare sectors.
European tech start-ups are crying out for the growth capital
they need in order to scale up and become the global technology
giants of tomorrow and, with this additional funding, we will be
able to play our part in helping to bridge this gap thanks to our
ability to invest, hold and grow our investments for far longer
than our non-listed competitors can. We are now one of the most
active venture capital investors in Europe, deploying over GBP100
million a year to help build the companies that will shape our
future."
Background to the Placing and Subscription
The Company is a pan-European venture capital company developing
and investing in disruptive, high growth technology companies with
global potential. It is one of the most active venture capital
businesses in Europe, with approximately GBP570 million of assets
under management. The Placing and Subscription is in addition to
the GBP61 million raised in the last year across the Group's EIS,
VCT and secondary funds and the GBP70 million of cash recycled from
exits since the IPO. The Directors believe that the best
entrepreneurs in Europe are capable of building world leading
technology companies, when given long term growth capital, access
to global networks and support from an experienced investment
team.
Progress over the twelve month period ended 31 March 2018
Over the twelve month period ended 31 March 2018, the Group has
continued to deploy its increased pool of capital secured through
the additional GBP100 million raised pursuant to a placing and
subscription in June 2017. The Company has invested GBP71.5 million
in nine new and eleven existing portfolio companies, has made
commitments of GBP10 million in four new fund of fund vehicles and
its Gross Primary Portfolio Value has grown by 116 per cent. to
GBP244 million.
New and follow-on investments
During the course of FY18 a total of GBP71.5 million was
deployed by the Company and a further GBP24.8 million by EIS/VCT
and managed funds in new and existing companies.
Notable new additions to the Portfolio include:
-- GBP18 million invested by the Company in Ledger, the Paris
headquartered cryptocurrency and blockchain security company;
-- GBP18 million invested by the Company to acquire Seedcamp
Funds I and II (2007 and 2010 vintage funds) which include stakes
in high profile growing technology companies including Transferwise
(a leading international Fintech money transfer business), Codacy,
Edited, Erply, Fishbrain, Codility, Winnow, Codeship and Try.com
and which provides strong follow on potential; and
-- GBP21 million across the Group (GBP12 million from the
Company and GBP9 million from EIS/VCT) invested into IESO Digital
Health (online mental health platform), Verve (word-of-mouth sales
software), Evonetix (DNA synthesis platform), Kaptivo (SaaS-based
digital collaboration solutions for enterprise using computer
vision), Droplet (software allowing unmodified applications to run
on any device) and Premfina (insure-tech business providing premium
finance).
The Company also made further investments of GBP17million (and a
further GBP3.1 million from EIS/VCT funds) to increase its holdings
in:
-- Trustpilot, the global online review community;
-- Perkbox, the digital employee engagement platform;
-- Podpoint, the UK's leading provider of electric car charging
solutions for home, workplace and public charting;
-- Resolver, the customer support and complaints resolution software business; and
-- Realeyes, the machine learning technology measuring emotions
through facial recognition.
Alongside this the Company has continued to expand its fund of
fund strategy with further commitments to a number of Europe's top
seed funds: Episode 1 (UK), Seedcamp Fund IV (UK), Join Capital
(Germany) and Icebreaker (Finland). Commitments have also been made
to three other funds based in London, Cambridge and Ireland.
Post-financial year end a further GBP21.5 million has been
committed for investment in the following new companies:
-- GBP10 million in Aircall, a leading provider of cloud based call centre software; and
-- GBP11.5 million in Revolut, a leading fintech business.
Exits
During the course of FY18 the Company announced three disposals.
In December 2017 the Company announced the sale of Clavis Insights,
a leading eCommerce insights company, to Ascential plc, a global
business-to-business information company, for an initial cash
consideration of US$119 million. Draper Esprit originally invested
GBP8.1 million in Clavis Insights in December 2016 and will receive
total proceeds of GBP15.3 million including amounts held in escrow.
The sale of Clavis Insights followed the sales of Moviepilot and
Aveillant earlier in the same month to the Paris-based publishing
group Webedia and multi-national defence business Thales
respectively.
Post-financial year end, the Group has disposed of its holding
in Tails.com to Nestlé Purina Petcare. The transaction was executed
at a value supportive of the NAV as at 31 March 2018 and represents
an attractive return for the Group.
Of the original 24 companies in the Portfolio at IPO in June
2016, the Company has now exited ten realising over GBP57 million
in cash.
The Draper Esprit Model
The Group has a track record of a 20 per cent. annual portfolio
return, underpinned by an average 30 per cent. revenue growth of
its core investment companies in which time the Group has generated
cash returns in excess of its invested capital.
Draper Esprit's investment model has three main elements:
Primary investments
The Group owns minority interests in 31 portfolio companies (the
"Portfolio"). The fair value of the Portfolio is underpinned by ten
core holdings which account for c.70 per cent. of the total
Portfolio value with the remaining value spread across 21
investments which have the potential to grow into the core holdings
of the future.
Using the proceeds from the Placing and Subscription, the Board
intends to invest further capital to companies in the Portfolio and
also pursue new investment opportunities. The Board expects to
allocate approximately 30 per cent. of the Group's investment
capital towards smaller rounds of seed and series A investments
with approximately 70 per cent. being invested in larger follow-on
series B+ and later series C+ investments to scale technology
companies to fund later stage growth. The Board intends to realise
value for Shareholders through exiting these investments over
time.
The Company may also enter into arrangements with certain
institutional investors to provide them with the opportunity to
co-invest with the Group in primary investments should it be in the
Group's strategic interests to do so. The Board anticipates that
such arrangements would primarily focus on the larger follow-on B+
and later C+ investment rounds.
The Encore Funds and VCT funds
Through its 71.2 per cent. ownership of Encore Ventures (an FCA
authorised and regulated management vehicle), the Group manages
five EIS funds and the evergreen Draper Esprit EIS with, in
aggregate over GBP70 million of assets under management (as at 31
March 2018), of which GBP40 million is invested. The Group receives
income via management fees and performance fees from the Encore
Funds and the Directors intend to continue to grow this area of the
business.
Encore Ventures will typically make an initial co-investment of
between GBP500,000 and GBP3 million in each of the Group's primary
investments. Encore Ventures typically fixes the percentage of each
deal shared with the Group on an annual basis, with periodic
reviews as required. Thereafter, the Encore Funds continue to
co-invest in the Group's primary investments at a target rate of
c.GBP40 million per annum.
In November 2016, the Company acquired a 30.77 per cent. stake
in a leading VCT manager, Elderstreet Holdings Limited, with an
option to acquire the balance in due course. Elderstreet manages
Elderstreet Draper Esprit VCT plc (formerly named Elderstreet VCT
plc) (LSE:EDV) which currently has GBP37 million of assets under
management (as at 31 March 2018). Elderstreet provides early stage,
development and growth capital for ambitious UK businesses and
co-invests with the Group also.
Elderstreet will also typically make an initial co-investment of
between GBP350,000 and GBP2 million in each of the Group's primary
investments. Elderstreet typically fixes the percentage of each
deal shared with the Group on an annual basis, with periodic
reviews as required. Thereafter, Elderstreet continues to co-invest
in the Group's primary investments.
Secondary investments
In October 2017 the Group acquired Seedcamp Funds I and II for
GBP17.9 million, through which it acquired stakes in high profile
growing technology companies including Transferwise, a leading UK
based Fintech business, as well as a number of companies including
Codacy, Edited, Erply, Fishbrain, Codility, Winnow, Codeship and
Try.com.
The Group also recently announced a fund of funds strategy to
target up to GBP75 million of investment in the top seed funds
across Europe over a five-year period. The Group has committed
GBP17 million to date and has announced investments in the latest
funds of both Seedcamp and Episode 1 Ventures, two of the UK's seed
fund platforms. Draper Esprit is also an investor in two
crowdfunding companies, Crowdcube and Seedrs.
The Group may also make secondary investments from time-to-time
by acquiring primary investments previously made by other investors
(including EIS investors wishing to realise their investment in the
Encore Funds), and/or, where it is in the interest of the Group to
do so, by acquiring other third party funds to be managed by the
Group.
Through its division Draper Esprit Secondaries, the Group
continues to evaluate venture capital portfolios across Europe that
can be managed by the Group and which also have the potential for
further direct investment. The Group expects to receive a
proportion of management fees and carried interest for the
management of these portfolios, in addition to any returns earned
as a direct investor.
Sector Focus
The Group provides early stage and growth stage digital
technology businesses with capital, networks and management support
to accelerate their international growth and development and
enhance their value over the long term. The Group adopts a broad
sector approach but the Directors believe that most growth and
venture capital investment opportunities in Europe of the requisite
size for the Company fall into the following four core sectors
underpinned by digital technologies:
Consumer Technology: companies with exceptional growth
opportunities in markets that are underpinned by new consumer
facing products, innovative business models and proven execution
capabilities.
Enterprise Technology: companies developing the software
infrastructure, applications and services that drive productivity
improvements, convenience and cost reduction for enterprises.
Hardware: companies developing differentiated technologies that
underpin advances in computing, consumer electronics and other
industries.
Digital Health: companies leveraging digital and genomic
technologies to create new products and services for the health and
wellness markets.
The Company looks for impressive entrepreneurs across all of
these core sectors. Draper Esprit diversifies risk within its
portfolio by not focusing on any one sector. Many of these sectors
remain significantly under-funded in Europe despite their evident
strengths and the Directors believe there is considerable potential
for upside returns from the companies that operate within them.
Strategy
Draper Esprit aims to seek out high growth companies originating
from across Europe that, in the Directors' view:
-- operate in markets with the potential for strong cross-border or global expansion;
-- have the potential to address large new markets or disrupt
major existing ones, utilizing disruptive technology to achieve
this;
-- have competitive barriers to entry to encourage strong
margins and capital efficient business models;
-- have the potential to be global sector leaders;
-- are run by impressive entrepreneurs who have the ability to
build world-class management teams;
-- are backed by strong syndicates of investors to reduce
financing risk in future rounds;
-- will be attractive candidates for acquisition by large
corporations or public ownership by institutions by way of an
initial public offering, with valuations ranging from US$50 million
to over US$1 billion; and
-- will generate multiples of invested capital for investors.
The Company is targeting a 20 per cent. portfolio return per
annum.
Draper Esprit intends that the later stage companies that it
targets will typically:
-- have in excess of GBP2 million in run-rate revenues at the
time of the investment and be growing at more than 30 per cent. per
annum and so have proven their propositions commercially; and
-- be likely to have been supported by non-venture capital
sources of funding or have early stage local venture capital
investors, or be one of Draper Esprit's own early stage portfolio
companies which has gained sufficient commercial traction.
The Group's investments, whether primary or direct secondary
transactions, typically:
-- secure a significant minority stake with board participation
and rights in portfolio companies;
-- allow the Group to participate in later follow-on funding
rounds in order to minimise any dilution where possible; and
-- potentially require the Group to invest GBP5 million to GBP10
million of equity over the course of several funding rounds in
primary and secondary transactions.
Current trading
Earlier today the Group published its audited financial
statements for the financial year ended 31 March 2018 which state
that the Gross Primary Portfolio Value was GBP243.5 million as at
31 March 2018, an increase of 116 per cent. in the last year (31
March 2017: GBP112.7 million, Admission: GBP78.7 million).
As at 31 March 2018, the Group had net assets (including
goodwill) of GBP311.3 million (2017: GBP150.7 million) and profit
after tax amounted to GBP65.3 million (2017: GBP33.2 million).
Post-financial year end a further GBP21.5 million has been
committed for investment in the following new companies:
-- GBP10 million in Aircall, a leading provider of cloud based call centre software; and
-- GBP11.5 million in Revolut, a leading fintech business.
The Company has also announced the sale of portfolio company,
Tails.com to Nestlé Purina Petcare.
Reasons for the Placing and Subscription and use of proceeds
The Directors have identified potential investments of c.GBP70
million. The Directors believe that, given the strong pipeline of
potential new deals and the desire to increase the Company's
average holding in existing portfolio companies, it is the right
time to raise further equity to increase the Company's available
cash resources in order to capitalise on these new opportunities.
The Directors believe that the net proceeds of the Placing and
Subscription will enable the Company to continue its rate of
investment of c.GBP60million per annum (exclusive of EIS, VCT and
secondary co-investments funds) in line with its current investment
strategy and:
-- continue to grow its existing portfolio of investments;
-- invest in further new portfolio companies;
-- where appropriate and value enhancing, continue to appraise complementary acquisition opportunities;
-- invest up to GBP75 million in the top seed funds across
Europe over a five-year period; and
-- fund the Company's working capital costs.
The Directors believe that the net proceeds of the Placing and
the Subscription will also enable the Company to increase the size
of the equity interest that it holds in portfolio companies and
also the number of companies in what it considers to be the core of
its portfolio.
The Placing and the Subscription
Numis and Goodbody are acting as joint brokers in connection
with the Placing. The Placing is subject to the terms and
conditions set out in the Appendix to this announcement.
The Placing Shares are being offered by way of the Bookbuild
which will be launched immediately following this announcement. The
books are expected to close no later than 5.30 p.m. (London time)
on 25 May 2018. The timing of the closing of the Bookbuild and the
final number and allocation of Placing Shares and Subscription
Shares to be issued at the Issue Price are to be determined at the
discretion of the Company and the Brokers. A further announcement
will be made following the closing of the Placing, confirming the
final details of the fundraising.
The Issue Price represents a discount of approximately 6.7 per
cent. to the closing mid-market price of 450 pence per Ordinary
Share on 24 May 2018 (being the last practical date prior to this
announcement).
The Placing and the Subscription is conditional, inter alia, on
the approval of Resolutions 1 and 2 at the General Meeting of the
Company to be held at the offices of Gowling WLG (UK) LLP, 4 More
London Riverside, London SE1 2AU, at 10.00 a.m. on 13 June 2018 and
upon Admission of the Placing Shares and Subscription Shares to
trading on AIM and ESM. It is expected that Admission of the
Placing Shares and Subscription Shares will occur at 8.00 a.m. on
14 June 2018.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Numis and
Goodbody have each agreed, subject to certain conditions, to use
their reasonable endeavours to place the Placing Shares at the
Issue Price.
The Placing Agreement contains certain warranties from the
Company in favour of Numis and Goodbody in relation to, inter alia,
certain matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Numis and Goodbody in
relation to certain liabilities it may incur in respect of the
Placing. Numis and Goodbody have the right to terminate the Placing
Agreement in certain circumstances prior to Admission including,
without limitation, in the event of a material breach by the
Company of its obligations under the Placing Agreement, the
occurrence of certain force majeure events or a material adverse
change in the financial condition of the Group. Neither the Placing
nor the Subscription is being underwritten.
In consideration for their services in relation to the Placing
and Admission and conditional upon completion of the Placing, Numis
and Goodbody will be paid a commission based on the aggregate value
of the Placing Shares (but not the Subscription Shares) at the
Issue Price.
Admission and dealings
Application will be made to the London Stock Exchange and the
Irish Stock Exchange (trading as Euronext Dublin) for the New
Ordinary Shares to be admitted to trading on AIM and ESM
respectively. The New Ordinary Shares will, when issued, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid following Admission.
It is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence at 8.00 a.m. on
14 June 2018.
Enquiries
Draper Esprit plc
Simon Cook (Chief Executive
Officer)
Ben Wilkinson (Chief Financial +44 (0)20 7931
Officer) 8800
Numis Securities
Nominated Adviser & Joint Broker
Alex Ham
Richard Thomas +44 (0)20 7260
Jamie Loughborough 1000
Goodbody Stockbrokers
ESM Adviser & Joint Broker
Corporate Finance: Don Harrington
/ Richard Tunney
Corporate Broking: Linda Hickey
/ Charlotte Craigie +353 1 667 0420
MHP Communications (PR)
James White
Vera Prokhorenko +44 (0)20 3128
Pete Lambie 8570
EXPECTED TIMETABLE
Publication of the Circular 25 May 2018
Latest time and date for receipt 10.00 a.m. on 11
of Forms of Proxy June 2018
General Meeting 10.00 a.m. on 13
June 2018
Admission of New Ordinary 8.00 a.m. on 14
Shares June 2018
Expected time and date for 8.00 a.m. on 14
CREST accounts to be credited June 2018
in relation to the New Ordinary
Shares
Despatch of definitive share 30 June 2018
certificates (where applicable)
in relation to the New Ordinary
Shares expected by no later
than
Notes:
1. Certain of the events in the above timetable are conditional
upon, amongst other things, the approval of Resolutions 1 and 2 at
the General Meeting.
2. If any of the events contained in the timetable should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, Ordinary
Shares in any jurisdiction where such offer or solicitation is
unlawful or would impose any unfulfilled registration,
qualification, publication or approval requirements on the Company
or Numis or Goodbody. The offer and sale of Ordinary Shares has not
been and will not be registered under the applicable securities
laws of Canada, Australia, Japan, New Zealand or the Republic of
South Africa. Subject to certain exemptions, the Shares may not be
offered to or sold within Canada, Australia, Japan, New Zealand or
the Republic of South Africa or to any national, resident or
citizen of Canada, Australia, Japan, New Zealand or the Republic of
South Africa.
The Ordinary Shares have not been, and will not be, registered
under the US Securities Act, or the securities laws of any other
jurisdiction of the United States. The Ordinary Shares may not be
offered or sold, directly or indirectly, in or into the United
States (except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the US Securities
Act). No public offering of the Ordinary Shares is being made in
the United States. The Ordinary Shares are being offered and sold
only outside the United States in "offshore transactions" within
the meaning of, and in reliance on, Regulation S under the US
Securities Act.
The Ordinary Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed on or endorsed the merits of the Placing or the
accuracy or adequacy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered or sold within Australia, Canada, Japan or the
Republic of South Africa or to any national, resident or citizen of
Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and Ireland
may be restricted by law. No action has been taken by the Company,
Numis or Goodbody that would permit (i) a public offer of Ordinary
Shares in any jurisdiction or (ii) possession of this announcement
in any jurisdiction outside the UK and Ireland, where action for
that purpose is required. Persons outside the UK and Ireland who
come into possession of this announcement should inform themselves
about the distribution of this announcement in their particular
jurisdiction. Failure to comply with those restrictions may
constitute a violation of the securities laws of such
jurisdiction.
Members of the public are not eligible to take part in the
Placing or the Subscription. This announcement is directed only at
persons who are: (a) if in a member state of the European Economic
Area ("EEA"), persons who are who are qualified investors, being
persons falling within the meaning of article 2(1)(e) of the
Prospectus Directive ("Qualified Investors"), or (b) if in the
United Kingdom, Qualified Investors who (i) have professional
experience in matters relating to investments falling within
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) fall within
article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Order; or (c) are persons to whom they
may otherwise be lawfully 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. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
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. This announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
All offers of the Placing Shares and the Subscription Shares in
the EEA will be made pursuant to an exemption under the Prospectus
Directive from the requirement to produce a prospectus. In the
United Kingdom, this announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
Numis, which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the FCA and is acting as
nominated adviser to the Company for the purposes of the AIM Rules
and as joint broker to the Company in connection with the Placing.
Numis is not acting for, and will not be responsible to, any person
other than the Company for providing the protections afforded to
its customers or for advising any other person on the contents of
this announcement or on any transaction or arrangement referred to
in this announcement. Numis' responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company, any Director or to
any other person. No representation or warranty, express or
implied, is made by Numis as to, and no liability is accepted by
Numis in respect of, any of the contents of this announcement.
Goodbody, which is authorised and regulated by the Central Bank
of Ireland, is acting as ESM Adviser for the purposes of the ESM
Rules and joint broker to the Company. Persons receiving this
announcement should note that Goodbody is acting exclusively for
the Company in connection with the Placing and is not acting for
any other person and will not be responsible to any person for
providing the protections afforded to customers of Goodbody or for
advising any other person in connection with the Placing.
Goodbody's responsibilities as the Company's ESM Adviser and broker
under the ESM Rules are owed solely to the Irish Stock Exchange
(trading as Euronext Dublin) and are not owed to any other person.
No representation or warranty, express or implied, is made by
Goodbody as to, and no liability is accepted by Goodbody in respect
of, any of the contents of this announcement.
FORWARD-LOOKING STATEMENTS
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds for the
Placing, the Group's liquidity position, the future performance of
the Group, future interest rates and currency controls, the Group's
future financial position, plans and objectives for future
operations and any other statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets,
market-related risks such as changes in interest rates and foreign
exchanges rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under IFRS applicable
to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the
outcome of pending and future litigation or regulatory
investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of
these factors are beyond the Company's control. As a result, the
Company's actual future results may differ materially from the
plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. These forward looking statements reflect
the Company's judgement at the date of this announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the Irish Stock
Exchange (trading as Euronext Dublin), the AIM Rules, the ESM Rules
or applicable law, the Company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
INFORMATION 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 Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of 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 Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis and Goodbody have only procured 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 or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Appendix - Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE WHO
ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"), OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR
(C) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
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 THESE TERMS AND CONDITIONS RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION IN
IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY
OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT 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 EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the EEA which has implemented the Prospectus Directive other than
Qualified Investors or in circumstances in which the prior consent
of Numis and Goodbody has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Member State of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3. (a) it is not (i) in the United States and/or (ii) acting for
the account or benefit of a person in the United States, or (b) it
is a dealer or other professional fiduciary in the United States
acting on a discretionary basis for a non-US person (other than an
estate or trust) in reliance on Regulation S under the Securities
Act; or (c) it is otherwise acquiring the Placing Shares in an
"offshore transaction" meeting the requirements of Regulation S
under the Securities Act; and
4. it is not, and is not acting for the account or benefit of a
person who is, a national of Canada, Australia, Japan or the
Republic of South Africa.
The Company, Numis and Goodbody will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
This announcement has been prepared and issued by the Company
and is and will be the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by Numis, Goodbody or any of their respective
directors, officers, employees, affiliates, branches, advisers,
consultants or agents or any other person 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 Placee, any person acting on such Placee's behalf or any of
their respective advisers, and any liability therefor is expressly
disclaimed.
This announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, Japan or the
Republic of South Africa or in any jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this announcement. No public offer of securities of the
Company is being made in the United Kingdom, Ireland, the United
States or elsewhere.
In particular, the Placing Shares referred to in this
announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
No securities commission or similar authority in Canada has in
any way passed on the merits of the securities offered hereunder
and any representation to the contrary is an offence. No document
in relation to the Placing has been, or will be, lodged with, or
registered by the Australian Securities and Investments Commission,
and no registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the Placing or the
Placing Shares. Accordingly, subject to certain exceptions, the
Placing Shares may not, directly or indirectly, be offered or sold
within Canada, Australia, Japan or the Republic of South Africa or
offered or sold to a resident of Canada, Australia, Japan or the
Republic of South Africa. The Placing Shares to be subscribed in
the Placing have not been, and will not be, registered under the
Securities Act or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be
offered or sold within the United States or to, or for the account
or benefit of, any US Person as that term is defined in Regulation
S under the Securities Act, except pursuant to an exemption from,
or in a transaction not subject to the registration requirements of
the Securities Act. The Company has not been registered and will
not register under the United States Investment Company Act of
1940, as amended.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
1. THE PLACING
1.1 Numis and Goodbody have entered into the Placing Agreement
with the Company. Pursuant to the Placing Agreement, each of Numis
and Goodbody has undertaken, subject to the terms set out therein,
to use its reasonable endeavours, as agent of the Company, to
procure subscribers for the Placing Shares at the Issue Price. The
Placing is not being underwritten.
1.2 The Placing Shares will, when issued be subject to the
Articles of Association, be credited as fully paid and will rank
pari passu in all respects with each other and with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares. The
Placing Shares will be issued free of any encumbrance, lien or
other security interest.
1.3 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
1.4 Each Placee will be required to pay to Numis or Goodbody, on
the Company's behalf, an amount equal to the product of the Issue
Price and the number of Placing Shares that such Placee is required
to be allotted in accordance with the terms set out in or referred
to in this Appendix. Each Placee's obligation to be allotted and
pay for Placing Shares under the Placing will be owed to each of
the Company and Numis or Goodbody (as applicable). Each Placee will
be deemed to have read this Appendix in its entirety.
1.5 None of Numis, Goodbody or any respective holding company
thereof, any subsidiary thereof, any subsidiary of any such holding
company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each an "Affiliate") will have any liability (subject to
applicable legislation and regulations) to Placees or to any person
other than the Company in respect of the Placing.
2. APPLICATION FOR ADMISSION
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM and to the Irish
Stock Exchange (trading as Euronext Dublin) for admission of the
Placing Shares to trading on the ESM. It is expected that Admission
will become effective on or around 8.00 a.m. on 14 June 2018 and
that dealings in the Placing Shares will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILD AND THE PLACING
3.1 Numis and Goodbody will today commence the Bookbuild to
determine demand for participation in the Placing by Placees. 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 the Placees in respect of any Placing
Shares.
3.2 Each of Numis and Goodbody (whether through itself or any of
its Affiliates) is arranging the Placing as joint broker to the
Company for the purpose of using its reasonable endeavours to
procure Placees at the Issue Price for the Placing Shares. Numis is
authorised and regulated in the United Kingdom by the FCA, and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Numis or for providing
advice in relation to the matters described in this announcement.
Goodbody is authorised and regulated in Ireland by the Central Bank
of Ireland, and is acting exclusively for the Company and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
Goodbody or for providing advice in relation to the matters
described in this announcement. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by Numis or Goodbody. Numis, Goodbody and their
respective Affiliates may participate in the Placing as
principal(s).
3.3 The Issue Price is a fixed price of 420 pence per Placing Share.
3.4 The Brokers are arranging the Placing severally, and not
jointly or jointly and severally, as Brokers and placing agents of
the Company.
3.5 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
either of the Brokers. Each of the Brokers may itself agree to be a
Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.
3.6 The number of Placing Shares will be agreed by the Brokers
(in consultation with the Company) following completion of the
Bookbuild. Subject to the execution of the Placing Supplement, the
number of Placing Shares to be issued will be announced on an RIS
following the completion of the Bookbuild via the Results
Announcement.
3.7 To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Numis or Goodbody. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Each Broker reserves the right
not to accept bids or to accept bids in part rather than in whole.
The acceptance of the bids shall be at either Goodbody's or Numis'
absolute discretion, subject to agreement with the Company.
3.8 The Bookbuild is expected to close no later than 5.30 p.m.
on 25 May 2018 but may be closed earlier or later at the discretion
of the Brokers. The Brokers may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of the Brokers) to
reduce the number of shares to be issued pursuant to the Placing,
in its absolute discretion.
3.9 The Placing Shares will be issued subject to the terms and
conditions of this announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Brokers' conduct of the
Placing.
3.10 All times and dates in this announcement may be subject to
amendment. The Brokers shall notify the Placees and any person
acting on behalf of the Placees of any changes.
3.11 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by Numis or Goodbody (as
applicable) or one of their Affiliates, and a contract note will be
dispatched as soon as practicable thereafter as evidence of such
Placee's allocation and commitment. The terms and conditions of
this Appendix will be deemed incorporated into the contract note.
That oral confirmation will constitute an irrevocable legally
binding commitment upon that person (who at that point will become
a Placee) in favour of the Company and Numis or Goodbody (as
applicable) to subscribe for the number of Placing Shares allocated
to it at the Issue Price on the terms and conditions set out in
this Appendix and in accordance with the Articles of
Association.
3.12 The Company will release the Results Announcement following
the close of the Bookbuild, detailing the aggregate number of the
Placing Shares and Subscription Shares to be issued at the Issue
Price.
3.13 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
Paragraph 7 "Registration and Settlement".
3.14 All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of amongst other things,
the conditions referred to below under Paragraph 4 "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under Paragraph 5 "Right to terminate under the
Placing Agreement".
3.15 By participating in the Placing, each Placee will agree
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.
3.16 Each Placee's obligations will be owed to the Company, and
to Numis or Goodbody (as applicable). Following the oral
confirmation referred to above, each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
Numis or Goodbody (as applicable) as agent of the Company and to
the Company, to pay to Numis or Goodbody (as applicable) in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares such Placee has agreed to acquire. Numis
and Goodbody (as applicable) will procure the allotment of the
Placing Shares so subscribed to each Placee.
3.17 Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and that neither Numis nor Goodbody shall have any liability to the
Placees for the failure of the Company to fulfil those
obligations.
4. CONDITIONS OF THE PLACING
4.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The obligations of Numis and Goodbody under the
Placing Agreement are conditional, inter alia, on:
(a) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(b) the Placing Agreement not having been terminated in
accordance with its terms;
(c) Resolutions 1 and 2 (as set out in the Circular) being
approved by the requisite majority of Shareholders attending and
voting at the General Meeting; and
(d) Admission occurring not later than 8.00 a.m. on 14 June 2018
or such later time as Numis and Goodbody may agree in writing with
the Company (but in any event not later than 8.00 a.m. on 30 June
2018).
4.2 If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Numis and
Goodbody), 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 Numis, Goodbody or 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 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.
4.3 By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under paragraph 5 "Right to terminate
under the Placing Agreement", and will not otherwise be capable of
rescission or termination by the Placee.
5. RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
5.1 Either of Numis and Goodbody may (after consultation with
the Company), at any time before Admission, terminate the Placing
Agreement by giving notice to the Company if, inter alia:
(a) it comes to the knowledge of Numis or Goodbody that any of
the warranties given by the Company under the Placing Agreement was
untrue, inaccurate or misleading; or
(b) it comes to the notice of Numis or Goodbody that a matter
has arisen which is likely to give rise to a claim under any of the
indemnities given by the Company under the Placing Agreement;
or
(c) the Company shall fail to comply with any of its obligations
under the Placing Agreement; or
(d) any material adverse change in, or any development involving
a prospective material adverse change in, or affecting, the
condition (financial, operational, legal or otherwise) or the
earnings, management, business affairs, solvency, credit rating or
prospects of the of the Company and its subsidiary undertakings
(taken as a whole), whether or not arising in the ordinary course
of business has occurred) which, in the opinion of either Numis or
Goodbody, would materially prejudice the success of the
Placing.
5.2 By participating in the Placing, each Placee agrees with
Numis and Goodbody that the exercise by Numis or Goodbody of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Numis and/or
Goodbody without the need to make any reference to the Placees in
this regard and that, to the fullest extent permitted by law, Numis
and Goodbody shall not have any liability whatsoever to the Placees
in connection with any such exercise.
6. 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 Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this announcement and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service (as defined in the AIM Rules
and the ESM Rules). 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
Numis, Goodbody and the Company that it has neither received nor
relied on any information, representation, warranty or statement
made by or on behalf of Numis or Goodbody (other than the amount of
the relevant Placing participation in the oral confirmation given
to Placees and the contract note referred to below), any of their
respective Affiliates, any persons acting on its behalf or the
Company and none of Numis or Goodbody or any of their respective
Affiliates, any persons acting on their behalf, nor the Company
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 each of Numis and Goodbody (in each case for
itself and as agent for the Company) that, except in relation to
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 to participate in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
7. REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the Placing Shares (ISIN
GB00BY7QYJ50) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Numis and Goodbody reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
they deem necessary, 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.
7.2 It is expected that settlement will take place on or about
14 June 2018 in CREST in accordance with the instructions set out
in the contract note. Settlement will be through Numis against
CREST ID: 600 and through Goodbody against CREST ID: 432.
7.3 Each Placee allocated Placing Shares in the Placing will be
sent a contract note in accordance with the standing arrangements
in place with Numis or Goodbody (as applicable), stating the number
of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to Numis or Goodbody (as applicable) and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Numis.
7.4 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
Barclays Bank Plc.
7.5 Each Placee is deemed to agree that if it does not comply
with these obligations, Numis or Goodbody (as applicable) may sell
any or all of the Placing Shares allocated to the Placee on such
Placee's behalf and retain from the proceeds, for Numis' or
Goodbody's (as applicable) 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.
7.6 If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the contract note
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in 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 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 Numis, Goodbody or 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.
8. REPRESENTATIONS AND WARRANTIES
8.1 By submitting a bid in the Bookbuild and participating in
the Placing, each Placee (and any person acting on such Placee's
behalf) acknowledges, undertakes, represents, warrants and agrees
(as the case may be) to each of the Company, Numis, Goodbody and
the Registrar that:
(a) the Placee 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 of
Association. Such Placee agrees that these terms and conditions and
the contract note issued by Numis or Goodbody (as applicable) to
such Placee represent the whole and only agreement between the
Placee, Numis or Goodbody (as applicable) and the Company in
relation to the Placee'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 Placee agrees that none of
the Company, Goodbody and Numis nor any of their respective
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;
(b) if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the UK and in Ireland) on
the date of such Placee's agreement to acquire Placing Shares under
the Placing and will not be any such person on the date any such
offer is accepted;
(c) none of Numis, Goodbody or any person affiliated with Numis
or Goodbody acting on either of their behalfs is responsible for or
shall have any liability for any information, representation or
statement contained in this announcement or any supplementary
announcement (as the case may be) 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 a Placee to participate
in the Placing based on any information, representation or
statement contained in this announcement or otherwise;
(d) in agreeing to acquire Placing Shares under the Placing, the
Placee is relying on this announcement and any supplementary
announcement concerning the Placing (as the case may be) and not on
any other information or representation concerning the Group, the
Placing or the Placing Shares. Such Placee agrees that none of the
Company, Numis or Goodbody nor their respective Affiliates 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;
(e) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA and/or the Central Bank of
Ireland (as applicable)), neither Numis nor Goodbody, nor any of
their respective Affiliates shall be liable to a Placee for any
matter arising out of the role of Numis as the Company's nominated
adviser and broker and Goodbody as the Company's ESM adviser and
broker (or otherwise in either case), and that where any such
liability nevertheless arises as a matter of law each Placee will
immediately waive any claim against Numis and Goodbody and any of
its Affiliates which a Placee may have in respect thereof;
(f) the Placee has complied with all applicable laws and such
Placee will not infringe any applicable law as a result of such
Placee's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or any actions arising from such Placee's
rights and obligations under the Placee's agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles of Association;
(g) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order (i) to enable the Placee 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 Placee'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 constitutive documents or (b) any agreement to which the Placee
is a party or which is binding on the Placee or its assets;
(h) to the fullest extent permitted by law, the Placee
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;
(i) the Ordinary 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 or under the applicable
securities laws of Canada, Australia, the Republic of South Africa
or Japan or where to do so may contravene local securities laws or
regulations;
(j) the Placee is not a person located in the United States and
is eligible to participate in an "offshore transaction" as defined
in and in accordance with Regulation S of the Securities Act and
the Placing Shares were not offered to such Placee by means of
"directed selling efforts" as defined in Regulation S of the
Securities Act;
(k) the Company, and any registrar 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
Placee, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(l) the Placee 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;
(m) the Placee 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 Placee deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Placee has concluded that an investment in the Placing Shares is
suitable for it or, where the Placee is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(n) the Placee or, where the Placee 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;
(o) there may be adverse consequences to the Placee under United
States and other tax laws resulting from an investment in the
Placing Shares and the Placee has made such investigation and has
consulted such tax and other advisers with respect thereto as it
deems necessary or appropriate;
(p) the Placee is not a resident of Canada, Australia, the
Republic of South Africa or Japan 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 Canada, Australia, the Republic of South
Africa or Japan and, subject to certain exceptions, the Placing
Shares may not be offered or sold, directly or indirectly, in or
into those jurisdictions or in any other jurisdiction in which any
such offer, invitation or solicitation is or would be unlawful;
(q) the Placee 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;
(r) the Placee accepts that if the Placing does not proceed or
the conditions to the Placing Agreement are not satisfied or the
Placing Shares for which valid applications are received and
accepted are not admitted to trading on AIM and/or the ESM for any
reason whatsoever then none of Numis, Goodbody or the Company, nor
their Affiliates shall have any liability whatsoever to it or any
other person;
(s) in the case of a person who confirms to Numis or Goodbody
(if applicable) on behalf of a Placee an agreement to acquire
Placing Shares under the Placing and/or who authorises Numis or
Goodbody (if applicable) to notify such Placee's name to the
Registrar, that person represents and warrants that it has
authority to do so on behalf of the Placee;
(t) the Placee has complied with its obligations in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 and the Money Laundering
Regulations 2007 and any other applicable law concerning the
prevention of money laundering and, if it is 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 Money Laundering Regulations 2007 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 Placee's allocation
may be retained at Numis' or Goodbody's (as applicable)
discretion;
(u) the Placee agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, Numis, Goodbody
and/or the Company may require proof of identity of the Placee 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 Placee to produce any information required
for verification purposes, Numis, Goodbody and/or the Company may
refuse to accept the application and the subscription moneys
relating thereto. The Placee holds harmless and will indemnify
Numis, Goodbody 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;
(v) the Placee is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, with all applicable
provisions of FSMA, MAR and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those
obligations;
(w) the Placee confirms that if it has received any inside
information (as defined in MAR) about the Company in advance of the
Placing, it warrants that it has received such information within
the market soundings regime provided for in Article 11 of MAR and
associated delegated legislation and it has not disclosed or dealt
on the basis of that information prior to it being publicly
available;
(x) the Placee 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) and that the Placing Shares are not being
acquired in connection with arrangements to issue depository
receipts or to issue or transfer Placing Shares into a clearing
system;
(y) if the Placee is a resident in the EEA, it is a "qualified
investor" within the meaning of the law in the Relevant Member
State implementing Article 2(1)(e)(i), (ii) or (iii) of the
Prospectus Directive (Directive 2003/71/EC);
(z) the Placee has not offered or sold and will not offer or
sell any Placing Shares to persons in the UK or Ireland prior to
Admission except to "qualified investors" as defined in Article
2(1)(e) of the Prospectus Directive;
(aa) if in the UK, the Placee is (a) a person falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "FPO") or (b) a person
falling within article 49(2)(a) to (d) of the FPO and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business and/or
(c) a person to whom the Prospectus may otherwise be lawfully
communicated;
(bb) the Placee 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 Placed
Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
(cc) the Placee has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Placee in relation to the Placing in, from or otherwise involving
the UK;
(dd) neither Numis nor Goodbody is making any recommendation to
the Placee or advising the Placee regarding the suitability or
merits of participation in the Placing or any transaction the
Placee may enter into in connection with the Placing or otherwise.
The Placee is not Numis' or Goodbody's client in connection with
the Placing and neither Numis nor Goodbody will be responsible to
any Placee for providing the protections afforded to Numis' or
Goodbody's clients or providing advice in relation to the Placing
and neither Numis nor Goodbody will have any duties or
responsibilities to any Placee similar or comparable to "best
execution" and "suitability" imposed by the Conduct of Business
Sourcebook contained in the rules of the FCA;
(ee) the exercise by Numis or Goodbody of any rights or
discretions under the Placing Agreement shall be within its
absolute discretion and Numis or Goodbody (as applicable) need not
have any reference to any Placee and shall have no liability to any
Placee whatsoever in connection with any decision to exercise or
not to exercise or to waive any such right and each Placee agrees
that it shall have no rights against Numis, Goodbody or its
directors or employees under the Placing Agreement;
(ff) the Placee's commitment to acquire Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the
Placing;
(gg) the Placee irrevocably appoints any director of Numis or
Goodbody as its agent for the purposes of executing and delivering
to the Company and/or the Registrar 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;
(hh) the Placee acknowledges that any money held in an account
with Numis or Goodbody (as applicable) on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA or the Central Bank of Ireland. The Placee
further acknowledges that the money will not be subject to the
protections conferred by the client money rules. As a consequence,
this money will not be segregated from Numis' or Goodbody's money
in accordance with the client money rules and will be used by Numis
or Goodbody in the course of its own business and the Placee will
rank only as a general creditor of Numis or Goodbody (as
applicable); and
(ii) the Placee will indemnify and hold the Company, Numis,
Goodbody 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 the Placee agrees that
the provisions of this Appendix will survive after completion of
the Placing. The Company, Numis and Goodbody will rely upon the
truth and accuracy of each of the foregoing representations,
warranties and undertakings.
9. SUPPLY AND DISCLOSURE OF INFORMATION
If any of Numis, Goodbody, the Registrar or the Company or any
of their respective agents request any information about a Placee's
agreement to acquire Placing Shares, such Placee must promptly
disclose it to them.
10. MISCELLANEOUS
10.1 The rights and remedies of Numis, Goodbody, the Registrar
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.
10.2 On application, each Placee may be asked to disclose, in
writing or orally to Numis or Goodbody (as applicable):
(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.
10.3 All documents will be sent at the Placee's risk. They may
be sent by post to such Placee at an address notified to Numis or
Goodbody (as applicable). Each Placee agrees to be bound by the
Articles of Association once the Placing Shares which such Placee
has agreed to acquire have been acquired by such Placee. The
provisions of this Appendix may be waived, varied or modified as
regards specific Placees or on a general basis by Numis or Goodbody
(as applicable). 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 Numis, Goodbody, the Company and the
Registrar, each Placee irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against a Placee in any
other jurisdiction. In the case of a joint agreement to acquire
Placing Shares, references to a "Placee" in these terms and
conditions are to each of such Placees and such joint Placees'
liability is joint and several. All times and dates in this
announcement are subject to amendment and Numis, Goodbody 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.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
Admission the admission of the Placing Shares and the Subscription Shares to trading
on AIM and ESM
becoming effective in accordance with the AIM Rules and the ESM Rules
respectively
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time-to-time
Board the board of Directors of the Company
Brokers Goodbody and Numis and "Broker" means either of them
Business Day a day (excluding Saturdays, Sundays or public holidays in England and
Wales or Ireland) on
which banks generally are open in London and Dublin for the transaction of
business
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
Circular the circular to be sent by the Company to its Shareholders in connection
with the Placing
and the Subscription
Company or Draper Esprit Draper Esprit plc
CREST the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
EIS Enterprise Investment Scheme under the provisions of Part 5 of the Income
Tax Act 2007
Encore Funds DFJ Esprit Angels' EIS Co-investment Fund, DFJ Esprit Angels' EIS
Co-investment II, DFJ Esprit
EIS III and DFJ Esprit EIS IV, Draper Esprit EIS V and Draper Esprit EIS
Encore Ventures Encore Ventures LLP, the investment manager of the Encore Funds
ESM the Enterprise Securities Market operated and regulated by the Irish Stock
Exchange (trading
as Euronext Dublin)
ESM Adviser Goodbody, in its capacity as ESM Adviser to the Company for the purposes
of the ESM Rules
ESM Rules the ESM Rules for Companies published by the Irish Stock Exchange (trading
as Euronext Dublin)
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
Existing Ordinary Shares the Ordinary Shares in issue as at the date of this announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from
time-to-time
FY18 the Company's financial year ended 31 March 2018
General Meeting the general meeting of the Company convened for 10.00 a.m. on 13 June 2018
(or any adjournment
or postponement thereof)
Goodbody Goodbody Stockbrokers Unlimited Company, a company incorporated in Ireland
with registered
number 54223 and having its registered office at Ballsbridge Park,
Ballsbridge, Dublin 4,
D04 YW83 Ireland
Gross Primary Portfolio Value the gross value of the Company's investment holdings before deductions for
accrued carry and
any deferred tax
Group the Company, together with its subsidiaries and subsidiary undertakings
and., for the purposes
of investments made by the Group, includes the Encore Funds
IPO the admission of the Company's entire issued ordinary share capital to
trading on AIM and
ESM which took place on 15 June 2016
Ireland the island of Ireland excluding Northern Ireland
Irish Stock Exchange Irish Stock Exchange plc (trading as Euronext Dublin)
Issue Price 420 pence per Placing Share or Subscription Share (as appropriate)
London Stock Exchange London Stock Exchange plc
MAR the EU Market Abuse Regulation 596/2014
New Ordinary Shares the Placing Shares and the Subscription Shares
Numis Numis Securities Limited, a company incorporated in England and Wales with
registered number
02285918 and having its registered office at 10 Paternoster Square, London
EC4M 7LT
Ordinary Shares ordinary shares of GBP0.01 each in the capital of the Company
Placees the placees procured by Numis or Goodbody pursuant to the Placing
Agreement who agree to subscribe
for Placing Shares
Placing the placing of the Placing Shares pursuant to the Placing Agreement
Placing Agreement the placing agreement dated 25 May 2018 between (1) Numis, (2) Goodbody
and (3) the Company
relating to the Placing
Placing Shares new Ordinary Shares which are to be placed in accordance with the terms of
the Placing, conditional,
inter alia, on the passing of Resolutions 1 and 2 at the General Meeting
Prospectus Directive the Directive of the European Parliament and of the Council of the
European Union 2003/71/EC
Prospectus Rules the Prospectus Rules made by the FCA under Part VI of FSMA
Registrar Equiniti Limited
Regulation S Regulation S under the Securities Act
Resolutions the resolutions set out in the notice of General Meeting
Results Announcement the announcement to be released following the closing of the Bookbuild
Securities Act the US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Subscription a private subscription for Subscription Shares at the Issue Price
Subscription Shares new Ordinary Shares which are to be subscribed for in accordance with the
terms of the Subscription,
conditional, inter alia, on the passing of Resolutions 1 and 2 at the
General Meeting
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority the FCA acting in its capacity as the competent authority for the purposes
of FSMA
uncertificated or in uncertificated form recorded on the register of members of the Company as being held in
uncertificated form in
CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means
of CREST
United States or US the United States of America, its territories and possessions and the
District of Columbia
VCT venture capital trust
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEAAMATMBJTMAP
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