TIDMGUS
RNS Number : 3055P
Gusbourne PLC
18 October 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF
SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
For immediate release
18 October 2021
Gusbourne Plc
("Gusbourne", the "Company" or the "Group") (AIM: GUS)
Placing to raise approximately GBP2.125 million and Subscription
to raise GBP375,000
As separately announced today, Gusbourne provided an update on
its funding plans to support the further development and growth of
the business (the "Funding Update") through the exercise of
warrants, subscriptions for ordinary shares of GBP0.01 each in the
capital of the Company ("Shares") from certain short-term debt
holders, a proposed subscription, a proposed placing and a proposed
open offer (the "Open Offer"). The Funding Update also announced
that the Company intends to make a bonus issue of transferrable
one-year warrants to subscribe for approximately 4 million (GBP3
million) Ordinary Shares in aggregate at 75p per Share to all
Shareholders on the register following completion of the Open
Offer, pro rata to their shareholdings.
Gusbourne, the award-winning English sparkling and still wine
producer, now announces a proposed placing (the "Placing") by way
of an accelerated bookbuild (the "Bookbuild") and Subscription (as
defined below, and together the "Fundraise") to raise gross
proceeds of approximately GBP2.5 million through the issue of new
Shares (the "New Ordinary Shares"). It is expected that the gross
proceeds from the placing will be approximately GBP2.125 million
and the gross proceeds from the Subscription will be GBP375,000.
The New Ordinary Shares to be issued pursuant to the Placing (the
"Placing Shares") will be issued to new investors at the issue
price of 75 pence per Share (the "Issue Price") through Panmure
Gordon (UK) Limited ("Panmure Gordon") acting as bookrunner (the
"Bookrunner").
In addition to the Placing, the Company has entered into two
subscription letters; one with Jim Ormonde (through his nominee
company), a related party, who is a Director of the Company and its
Chairman and a second with an existing investor who is not a
related party, under which they will subscribe GBP225,000 and
GBP150,000 for Shares respectively at 75p per share (the
"Subscriptions" and together the "Subscription").These
Subscriptions are conditional on admission of the Subscription
Shares to trading on AIM becoming effective.
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and the Appendix
together being this "Announcement") through an accelerated
bookbuilding process (the "Bookbuilding Process") which will be
launched immediately following release of this Announcement. The
Placing is not being underwritten.
Following the completion of the Fundraise, as described in
today's earlier announcement the exercise earlier today of warrants
by BFL and the conversion earlier today of the DDBs and the
Company's other short-term debt and the repayment or settlement of
the remaining DDBs on 29 October 2021 (together with the Fundraise
the "Transactions"), the Directors expect that all remaining
short-term debt of the Company will be eliminated, thereby
strengthening the Company's balance sheet. The funding raised in
the Transactions is expected to amount to approximately GBP3.8
million before transaction expenses and before any exercise of the
Warrants (as defined in the Funding Update) and/or use of
redemption proceeds of DDBs to subscribe for Shares at the Issue
Price, over and above those irrevocably committed above. This
funding will be used to support the ongoing business growth across
all distribution channels (Direct to Consumer, UK Trade and
International) and further development of the Company,
including:
-- Increasing visitor capacity at the Company's cellar door
operations ("The NEST") in Appledore
-- Increasing sales and marketing expenditure to promote further sales growth
-- Investing in further digital promotion and sales optimisation across all channels
-- Supporting future growth potential by increasing production efficiency and capacity
The Fundraise is being conducted using the authorities to issue
and allot new Shares granted to the Directors by Shareholders at
the Company's annual general meeting held on 30 June 2021.
Accordingly, the issue of the New Ordinary Shares is not subject to
the approval of Shareholders.
The issue price represents a discount of approximately 39.02% to
the closing mid-market price of a Share of 123 pence on 15 October
2021 (being the latest practicable date prior to this
Announcement). The New Ordinary Shares would, if up to GBP2.125
million is raised in the Placing, represent approximately 6.69% of
the Company's Enlarged Issued Share Capital.
Further details about the background to and reasons for the
Fundraise are set out below.
Further information on the Fundraise and Admission is included
in the section headed 'Additional Information' below. Attention is
also drawn to the section headed 'Important Information' of this
Announcement and the terms and conditions of the Placing
(representing important information for Placees only) in the
Appendix to this Announcement.
For further information, please contact:
Gusbourne Plc
Charlie Holland +44 (0)1233 758 666
Canaccord Ge nuity Limited (Nomad and
Joint Broker)
Bobbie Hilliam +44 (0)20 7523 8000
Georgina McCooke
P an m ure Gordon (UK) Li mited (Joint Broker)
Oliver Cardigan +44 (0)20 7886 2500
Hugh Rich
Ailsa Macmaster
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014, which forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
connection with the Transactions as a result of which certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received such inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
ADDITIONAL INFORMATION
Background to and reasons for the Placing
As announced on 22 July 2021, the Company had continued strong
sales results for the 6-month period to 30 June 2021. Right from
the beginning, the Company's intention has always been to produce
the finest English sparkling wines. Starting with carefully chosen
sites, the Company uses best practice in establishing and
maintaining the vineyards and conducts green harvests to ensure
they achieve the highest quality grapes for each vintage. The
Company's luxury brand enjoys premium price positioning and its
wines are distributed in some of the finest establishments both in
the UK and abroad.
Details of the Placing
Panmure Gordon is acting as bookrunner in connection with the
Placing and the Bookbuilding Process.
Panmure Gordon has today entered into a placing agreement with
the Company in relation to the Placing (the "Placing Agreement").
Panmure Gordon will commence the Bookbuilding Process in respect of
the Placing immediately following the publication of this
Announcement. The number of Placing Shares to be issued to Placees
in connection with the Placing will be determined by the Company
and Panmure Gordon following the close of the Bookbuilding
Process.
The Fundraise is being conducted using the authorities to issue
and allot Ordinary granted to the Directors by Shareholders at the
Company's annual general meeting held on 30 June 2021. Accordingly,
the Fundraise and issue of the Placing Shares and Subscription
Shares are not subject to the approval of Shareholders.
The Issue Price represents a discount of approximately 39.02%
per cent. to the closing middle market price of 123 pence of an
Ordinary Share on 15 October 2021, being the latest practicable
date prior to the publication of this Announcement.
The book will open with immediate effect following this
Announcement. The timing of the closing of the Bookbuilding
Process, the number of Placing Shares and allocations are to be
agreed between Panmure Gordon and the Company. Details of the
number of Placing Shares taken up under the Placing will be
announced as soon as practicable after the close of the
Bookbuilding Process. The Fundraise is not underwritten.
Pursuant to the terms of the Placing Agreement, Panmure Gordon,
as agent for the Company, has conditionally agreed to use its
reasonable endeavours to place the Placing Shares with certain
institutional investors. The Placing Agreement is conditional upon,
amongst other things, Admission becoming effective on 22 October
2021 (or such later time and/or date as the Company and the
Bookrunner may agree, but in any event by no later than 8.00 a.m.
on 5 November 2021).
Panmure Gordon may terminate the Placing Agreement in certain
circumstances (including for breach of warranty at any time prior
to Admission, if such breach is considered by Panmure Gordon to be
material in the context of the Placing) and in the event of a force
majeure or material adverse change occurring at any time prior to
Admission.
The Appendix sets out further information relating to the
Bookbuilding Process and the terms and conditions of the Placing
.
New Ordinary Shares
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares in issue, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
The Fundraise would if, up to GBP2.125 million is raised in the
Placing, comprise 3,333,333 New Ordinary Shares, represent
approximately 6.69% of the Company's Enlarged Issued Share
Capital.
Admission, Settlement and Dealings
Application will be made to London Stock Exchange plc (the
"Exchange") for the New Ordinary Shares to be admitted to trading
on the AIM market of the Exchange ("AIM") ("Admission"). It is
expected that Admission and settlement of the New Ordinary Shares
will take place on or before 22 October 2021. The Placing is
conditional upon, among other things, Admission becoming effective
on or before 8.00 a.m. on 22 October 2021 or such later date (being
no later than 5 November 2021 as the Bookrunner and the Company may
agree). The Placing is also conditional upon the Placing Agreement
not being terminated in accordance with its terms.
Expected Timetable of Principal Events
Announcement of the Placing, Bookbuilding 18 October 2021
Process commences
Announcement of results of the Placing 18 October 2021
Admission and dealings of the New Ordinary 8.00 a.m. on 22 October
Shares to commence on AIM 2021
Each of the times and dates referred to in this Announcement is
subject to change by the Company (with the agreement of Panmure
Gordon), in which case the new times and dates will be notified to
the Exchange and the Company will make an appropriate announcement
through a Regulatory Information Service.
Glossary
"AIM Rules" the AIM Rules for Companies as published
and amended from time to time by
the Exchange
"BFL" Belize Finance Group Limited of
Morgan & Morgan Building, PO Box
958, Pasea Estate, Road Town, Tortola,
British Virgin Islands
"Board" the board of directors of the Company
"DDBs" the deep discounted bonds issued
by the Company on 2 September 2016
and 1 June 2020
"Enlarged Issued Share Capital" 49,829,452 Ordinary Shares, being
the issued ordinary share capital
of the Company immediately following
Admission, assuming that GBP2.125
million is raised in the Placing
"Existing Ordinary Shares" the 46,496,119 Ordinary Shares in
issue as at the date of this Announcement
"Issue Price" 75 pence per New Ordinary Share
"New Ordinary Shares" the new Ordinary Shares to be issued
pursuant to the Fundraise
"Open Offer" the conditional invitation to Qualifying
Shareholders to apply for the Open
Offer Shares at the Issue Price
"Open Offer Shares" up to 2,666,666 Ordinary Shares
to be issued pursuant to the Open
Offer
"Ordinary Shares" ordinary shares of 1 penny each
in the Company
"Overseas Shareholders" Shareholders with registered addresses,
or who are citizens or residents
of, or incorporated in a Restricted
Jurisdiction
"Qualifying Shareholders holders of Existing Ordinary Shares
" on the register of members of the
Company at the Record Date (but
excluding, subject to certain exceptions,
any Overseas Shareholder who is
located or resident or who has a
registered address in, or who is
a citizen of, the United States
of America or any other Restricted
Jurisdiction)
"Record Date" 6.00 p.m. on the date the Open Offer
is announced after 29 October 2021
being the latest time by which transfers
of Existing Ordinary Shares must
be received for registration by
the Company in order to allow transferees
to be recognised as Qualifying Shareholders
"Restricted Jurisdiction" the United States, Canada, Australia,
New Zealand, the Republic of South
Africa or Japan, and any of their
territories or possessions
"Shareholders" holders of Ordinary Shares
"Subscription Shares" the new Ordinary Shares to be issued
pursuant to the Subscription
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED
INVESTORS"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF THE UK VERSION OF THE EU
PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS
REGULATION") WHO ARE PERSONS WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER ("UK QUALIFIED
INVESTORS"); AND (3) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY PANMURE GORDON (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 GUSBOURNE PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR
THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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 OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES 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,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Fundraise
and/or issue or sale of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, the Bookrunner or any of their respective affiliates,
agents, directors, officers or employees that would permit an offer
of the New Ordinary Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner
to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States, Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such
jurisdiction.
All offers of the New Ordinary Shares will be made pursuant to
an exemption under the EU Prospectus Regulation and the UK
Prospectus Regulation from the requirement to produce a prospectus.
This Announcement is being directed solely at persons in the United
Kingdom only in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) does not
require the approval of the relevant communication by an authorised
person.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares; and the New
Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the New Ordinary
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
None of the information in this Announcement has been
independently verified or approved by Panmure Gordon or any of its
affiliates. Save for any responsibilities or liabilities, if any,
imposed on Panmure Gordon by FSMA or by the regulatory regime
established under it, no responsibility or liability whatsoever
whether arising in tort, contract or otherwise, is accepted by
Panmure Gordon or any of its affiliates whatsoever for the contents
of the information contained in this Announcement (including, but
not limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or
purported to be made by or on behalf of Panmure Gordon or any of
its affiliates in connection with the Company, the New Ordinary
Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this Announcement or its contents or otherwise in connection with
this Announcement or from any acts or omissions of the Company in
relation to the Placing. Panmure Gordon and its affiliates
accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by Panmure Gordon or any of
its affiliates as to the accuracy, completeness or sufficiency of
the information contained in this Announcement.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in 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.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing, and Panmure Gordon will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Bookbuilding Process or the
Placing or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunner or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraise
will not be admitted to trading on any stock exchange other than
the AIM market of the Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK 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 the New Ordinary Shares are: (i)
compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors (for purposes of UK Product Governance Requirements)
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, the Bookrunner
will only procure 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE (A) IF A MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA ("EEA") "EU QUALIFIED INVESTORS" AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF THE
EU PROSPECTUS REGULATION WHICH FORMS PART OF UK LAW BY VIRTUE OF
THE EU (WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS
REGULATION") AND (I) WHO 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, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (II) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER ("UK QUALIFIED
INVESTORS"); OR (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY PANMURE GORDON (UK) LIMITED (THE
"BOOKRUNNER") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON
WHO HAS RECEIVED OR IS 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 INCLUDING, WITHOUT
LIMITATION, IN AN EXCLUDED TERRITORY OR IN ANY JURISDICTION WHERE
SUCH OFFER OR SOLICITATION IS UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES 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,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, REGULATORY, TAX AND BUSINESS RELATED ASPECTS OF AN
ACQUISITION OF PLACING SHARES.
If a Relevant Person indicates to the Bookrunner that it wishes
to participate in the Placing by making or accepting an oral or
written offer to acquire Placing Shares pursuant to the terms of
the Placing (each such person a "Placee") such person will be
deemed to have read and understood this Announcement in its
entirety and to be participating, making or accepting such offer
subject to the terms and conditions contained in this Appendix and
to be providing the representations, warranties, indemnities,
agreements, undertakings, confirmations and acknowledgements
contained in this Announcement.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain other jurisdictions may be
restricted by law. No action has been taken by the Bookrunner or
the Company or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Bookrunner and the Company to inform themselves
about and to observe any such restrictions.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of either the
Bookrunner or any of its affiliates or their respective directors,
officers, employees, agents, advisers, or any other person, as to
the accuracy, completeness, correctness or fairness of the
information or opinions contained in this Announcement or for any
other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or the Placing and
no such person shall have any responsibility or liability for any
such information or opinions or for any errors or omissions.
Accordingly, save to the extent permitted by law, no liability
whatsoever is accepted by the Bookrunner or any of its affiliates
or its directors, officers, employees, agents or affiliates or any
other person for any loss howsoever arising, directly or
indirectly, from any use of this Announcement or such information
or opinions contained herein or otherwise arising in connection
with it.
This Announcement does not constitute or form part of, and
should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares or any other securities or an inducement to
enter into investment activity, nor shall this Announcement (or any
part of it), nor the fact of its distribution, form the basis of,
or be relied on in connection with, any investment activity. No
statement in this Announcement is intended to be nor may be
construed as a profit forecast and no statement made herein should
be interpreted to mean that the Company's profits or earnings per
share for any future period will necessarily match or exceed
historical published profits or earnings per share of the
Company.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being directed solely at persons in the United
Kingdom only in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) (the "FSMA")
does not require the approval of the relevant communication by an
authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraise or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Bookrunner and the Company that:
1. it is a Relevant Person 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 a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) 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
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or to
which the UK Prospectus Regulation otherwise applies other than UK
Qualified Investors or in circumstances in which the prior consent
of the Bookrunner has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
3. in the case of a Relevant Person in a member state of the EEA
who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) 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
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any member state of the
European Economic Area or to which the EU Prospectus Regulation
otherwise applies other than EU Qualified Investors or in
circumstances in which the prior consent of the Bookrunner has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than EU Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons; and
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
5. it understands (or, if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 5 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
The Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and the announcement of the results of the Placing
(the "Placing Results Announcement") and subject to any further
terms set out in the contract note or electronic trade confirmation
to be sent to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Bookrunner or the
Company or any other person and none of the Bookrunner, the Company
nor any other person acting on such person's behalf nor any of
their respective affiliates has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Bookbuilding Process
Following this Announcement, the Bookrunner will commence the
Bookbuilding Process in respect of the Placing to determine demand
for participation in the Placing by Placees. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect following release of this
Announcement. Members of the public are not entitled to participate
in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Placing
The Bookrunner has agreed, on the terms and subject to the
conditions set out in the Placing Agreement, as agent for and on
behalf of the Company, to use reasonable endeavours to
conditionally place the Placing Shares at the Issue Price with the
Placees. The Placing is not underwritten.
The final number of Placing Shares will be decided at the close
of the Bookbuilding Process following the execution of the share
placing supplement to the Placing Agreement by the Company and the
Bookrunner in the approved terms following completion of the
Bookbuilding Process (the "Placing Results Supplement"). The timing
of the closing of the book and allocations are at the discretion of
the Company and the Bookrunner. Details of the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuilding Process.
The Placing Shares issued under the Placing, when issued and
fully paid, will be identical to, and rank pari passu 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 Admission and will on issue be free of
all claims, liens, charges, encumbrances and equities.
Application will be made to the Exchange for admission of the
Placing Shares to trading on AIM. Subject to the conditions below
being satisfied, it is expected that Admission will become
effective on 22 October 2021 and that dealings for normal
settlement in the Placing Shares will commence on or around 8.00
a.m. on the same day.
The Placing is conditional, inter alia, upon:
(i) Admission becoming effective by not later than 8.00 a.m. on
22 October 2021 (or such later time and/or date as the Company and
the Bookrunner may agree, being no later than 8.00 a.m. on 3
November 2021); and
(ii) the Placing Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms.
Participation in the Placing
1. The Bookrunner is arranging the Placing as agent of the
Company. Participation will only be available to persons who may
lawfully be, and are, invited to participate by the Bookrunner .
The Bookrunner is entitled to enter bids as principal in the
Bookbuilding Process.
2. The aggregate proceeds to be raised through the Placing will
be agreed between the Bookrunner and the Company following
completion of the Bookbuilding Process.
3. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or in writing to their usual
sales contact at the Bookrunner . Each bid should state the number
of Placing Shares which the prospective Placee wishes to acquire at
the Issue Price. Bids may be scaled down by the Bookrunner on the
basis referred to in paragraph 5 below.
4. The Bookbuilding Process is expected to close no later than
5.00 p.m. (London time) on 18 October 2021 but may be closed
earlier or later, at the discretion of the Bookrunner . The
Bookrunner may, in agreement with the Company, accept bids that are
received after the Bookbuilding Process has closed.
5. Each Placee's allocation will be confirmed to Placees orally
or in writing by the Bookrunner following the close of the
Bookbuilding Process, and a contract note will be dispatched as
soon as possible thereafter. That oral or written confirmation to
such Placee (at the Bookrunner's discretion) will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of the Bookrunner and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the Issue Price on the
terms and conditions set out in this Appendix and in accordance
with the Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, the Bookrunner will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. The acceptance of offers shall be at the absolute
discretion of the Bookrunner .
7. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
the Bookrunner 's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the Bookrunner (as agent for the Company) , to
pay it (or as it may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
that such Placee has agreed to acquire. Each Placee's obligations
will be owed to the Bookrunner.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
10. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing and
Placing Agreement" and to the Placing not being terminated.
11. By participating in the Bookbuilding Process, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by the Bookrunner .
12. To the fullest extent permissible by law, neither the
Bookrunner , nor the Company or any of their respective affiliates
shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither the Bookrunner or the Company , nor any of
their respective affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunner's conduct of the
Bookbuilding Process or of such alternative method of effecting the
Placing as the Bookrunner , its affiliates and the Company may
agree.
Conditions of the Placing and Placing Agreement
Placees will only be called on to acquire Placing Shares if the
obligations of the Bookrunner under the Placing Agreement have
become unconditional in all respects and the Bookrunner has not
terminated the Placing Agreement prior to Admission.
The Bookrunner's obligations under the Placing Agreement in
respect of the Placing are conditional upon, inter alia:
1. Admission occurring not later than 8.00 a.m. on 22 October
2021 (or such later time and/or date as the Company and the
Bookrunner may agree, being not later than 8.00 a.m. on 3 November
2021);
2. the Company having complied with its obligations under the
Placing Agreement which fall to be performed on or prior to
Admission;
3. the Placing Results Supplement having been executed by the Company and the Bookrunner;
4. the publication by the Company of the Placing Results
Announcement on a Regulatory Information Service immediately
following the execution of the Placing Results Agreement;
5. the Subscription Letters (as defined in the Placing
Agreement) having become unconditional in all respects (save only
in respect of any condition as to Admission) and the Company having
received the Subscription proceeds from each of the
Subscribers;
6. in the opinion of the Bookrunner, there not having been any
material adverse change affecting the Company at any time prior to
Admission; and
7. the Placing Agreement becoming unconditional in all respects,
save for Admission, and not having been terminated in accordance
with its terms;
(all conditions included in the Placing Agreement being together
the "Conditions").
If any Condition has not been satisfied, has not been waived by
the Bookrunner or has become incapable of being satisfied (and is
not waived by the Bookrunner as described below) or if the Placing
Agreement is terminated, all obligations under the terms and
conditions set out in this Appendix will automatically terminate.
By participating in the Placing, each Placee agrees that its rights
and obligations hereunder are conditional upon the Placing
Agreement becoming unconditional in all respects and that its
rights and obligations will terminate only in the circumstances
described above and will not be capable of rescission or
termination by it.
The Bookrunner may in its absolute discretion in writing waive
fulfilment of certain of the Conditions or extend the time provided
for fulfilment of such Conditions. Any such extension or waiver
will not affect Placees' commitments as set out in this Appendix.
Neither the Bookrunner nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision made by the
Bookrunner as to whether or not to waive or to extend the time
and/or date for the fulfilment of any Condition.
Termination of the Placing and Placing Agreement
The Bookrunner may terminate the Placing and the Placing
Agreement, in accordance with its terms, at any time prior to
Admission if, inter alia:
1. the Bookrunner considers that any of the warranties contained
in the Placing Agreement was untrue, inaccurate or misleading
and/or would be untrue, inaccurate or misleading if it were to be
repeated at Admission or at any time prior to Admission by
reference to the circumstances then existing; or
2. a material adverse change occurs in the financial position or prospects of the Group; or
3. there should occur one or more specified force majeure events
(as detailed in the Placing Agreement); or
4. the Bookrunner considers that any statement contained in this
Announcement or one or more other Placing documents has become or
been discovered to be untrue, inaccurate or misleading.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
If the Placing Agreement is terminated prior to Admission, the
Placing will lapse and the rights and obligations of the Placees
hereunder shall cease and determine at such time and no claim can
be made by any Placee in respect thereof. In such event, all monies
(if any) paid by the Placees to the Bookrunner at such time shall
be returned to the Placees at their sole risk without any
obligation on the part of the Company or the Bookrunner or any of
its affiliates to account to the Placees for any interest earned on
such funds. The Placees acknowledge and agree that the Company and
the Bookrunner may, at their sole discretion, waive some of the
conditions in the Placing Agreement or extend the time and/or date
for fulfilment of any of the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees'
commitments.
By participating in the Placing, each Placee agrees with the
Company and the Bookrunner that the exercise by the Company or the
Bookrunner of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company and/or the Bookrunner and that neither
the Company nor the Bookrunner need make any reference to such
Placee and that neither the Bookrunner nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances above
and will not be capable of rescission or termination by it after
the issue by the Bookrunner of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. The Bookrunner and the Company 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 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. Each Placee will be deemed to agree 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 they have in place with
the Bookrunner.
It is expected that settlement of the Placing will occur on 22
October 2021, on which date each Placee must settle the full amount
owed by it in respect of the Placing Shares allocated to it. The
Bookrunner may (after consultation with the Company) specify a
later settlement date (or dates) at its absolute discretion. The
Bookrunner will notify Placees if any of the dates in the terms and
conditions set out in this Appendix should change. Payment must be
made in cleared funds. The payment instructions for settlement in
CREST and settlement outside of CREST will be set out in the
contract note issued to the Placee by the Bookrunner. Interest is
chargeable daily on payments not received from Placees on the due
date at the rate per annum of 2 percentage points above the
Barclays Bank plc base rate. Time shall be of the essence as
regards the obligations of Placees to settle payment for the
Placing Shares and to comply with their other obligations under
this Announcement.
Each Placee agrees that, if it does not comply with these
obligations, the Bookrunner may sell, charge by way of security (to
any funder of it) or otherwise deal with any or all of their
Placing Shares on their behalf and retain from the proceeds, for
the Bookrunner's own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due and any
costs and expenses properly incurred by it a result of the Placee's
failure to comply with its obligations. The relevant Placee will,
however, remain liable and shall indemnify the Bookrunner on demand
for any shortfall below the amount owed by it and for any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of their Placing Shares on
their behalf. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until such time as it
has fully complied with its obligations hereunder. By communicating
a bid for Placing Shares, each Placee confers on the Bookrunner all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Bookrunner
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Notwithstanding the above, the right is reserved to deliver all
of the Placing Shares to which the Placee is entitled in
certificated form should the Bookrunner consider this necessary or
desirable.
Acceptance
By submitting a bid and/or participating in the Placing, a
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with the Bookrunner and the Company, the
following:
1) it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement;
2) it has not received and will not receive a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document:
a. is required under the Prospectus Regulation or other applicable law; and
b. has been or will be prepared in connection with the Placing;
3) the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for the
Companies (the "AIM Rules") and the UK Market Abuse Regulation (the
UK version of the EU Regulation No. 596/2014 as it forms part of
the United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK MAR")), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty,
and is able to obtain access to such information or comparable
information concerning any other publicly traded company, without
undue difficulty;
4) it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither the Bookrunner nor the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules) by or
on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information"); nor has it
requested the Bookrunner, the Company, any of their respective
affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such
information;
5) neither the Bookrunner nor any person acting on behalf of it
nor any of its affiliates, agents, directors, officers or employees
has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
6)
a. the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in this Announcement, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on the
information in this Announcement;
b. neither the Bookrunner, nor the Company (nor any of their
respective affiliates, agents, directors, officers and employees)
has made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information, nor will it provide any material or information
regarding the Company, the Placing or the Placing Shares;
c. it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing
Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing; and
d. it has not relied on any investigation that the Bookrunner or
any person acting on its behalf may have conducted with respect to
the Company, the Placing or the Placing Shares; and
e. it may not place the same degree of reliance on this
Announcement as it may otherwise place on a prospectus or admission
document.
7) the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that neither the
Bookrunner nor any persons acting on its behalf is responsible for
or has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
8) neither it nor the beneficial owner of the Placing Shares is,
nor will, at the time the Placing Shares are acquired, either of
them be at resident of the United States, Australia, Canada, the
Republic of South Africa or Japan;
9) the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South
Africa or Japan or in any country or jurisdiction where any such
action for that purpose is required;
10) it may be asked to disclose in writing or orally to the
Bookrunner: (i) if he or she is an individual, his or her
nationality; or (ii) if he or she is a discretionary fund manager,
the jurisdiction in which the funds are managed or owned;
11) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
acquire and acknowledges and agrees that it will pay the total
subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other Placees or
sold at such price as the Bookrunner determines;
12) it and/or each person on whose behalf it is participating:
a. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
13) it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the
United States, Australia, Canada, the Republic of South Africa or
Japan, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of the United States, Australia, Canada,
the Republic of South Africa or Japan and may not be offered, sold,
or acquired, directly or indirectly, within those
jurisdictions;
14) it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
15) it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
16) it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
17) it understands that:
a. the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer subject to certain
exceptions under US law;
b. no representation is made as to the availability of the
exemption provided by Rule 144 for re-sales or transfers of Placing
Shares; and
c. it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
18) it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the
Securities Act, if available, and in each case in accordance with
all applicable securities laws of the states of the United States
and other jurisdictions;
19) no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
20) it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS 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 EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
21) it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
22) it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
23) it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
24) none of the Bookrunner, the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of the Bookrunner and that the
Bookrunner has no duties or responsibilities to it for providing
the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
25) it will make payment to the Bookrunner for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Bookrunner determines in
its absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
26) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
27) no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the
Bookrunner that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
28) the person who it specifies for registration as holder of the Placing Shares will be:
a. the Placee; or
b. a nominee of the Placee, as the case may be, and that the
Bookrunner and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and the
Bookrunner in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of the Bookrunner
or transferred to a CREST stock account of the Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
29) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as the holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
30) if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) it is a UK Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
31) it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State
prior to the expiry of a period of six months from Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus Regulation
(as applicable);
32) if it is within a Relevant State, it is an EU Qualified
Investor as defined in Article 2(e) of the EU Prospectus
Regulation;
33) it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the
Bookrunner in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
34) it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and the UK MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
35) if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), if in a Relevant State or the United
Kingdom, it understands the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a Relevant State or the UK (as applicable) other
than EU Qualified Investors or UK Qualified Investors (as
applicable), or in circumstances in which the express prior written
consent of the Bookrunner has been given to each proposed offer or
resale;
36) if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing,
it has not:
a. dealt (or attempted to deal) in the securities of the Company
or cancelled or amended a dealing in the securities of the
Company;
b. encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order
concerning the Company's securities; or
c. unlawfully disclosed such information to any person, prior to
the information being made publicly available;
37) the Bookrunner and its affiliates, 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 its 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;
38) it:
a. has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 (as
amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
Regulations");
b. is not a person:
i. with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
ii. named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
39) (together with the Money Laundering Regulations, the
"Regulations") and if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the
Bookrunner such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by the Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Bookrunner
may decide at its sole discretion;
40) in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
41) it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note or through the electronic trade confirmation will
continue notwithstanding any amendment that may in future be made
to the terms and conditions 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 or the Bookrunner's conduct
of the Placing;
42) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
43) it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to acquire upon the terms of
this Announcement;
44) the Company, the Bookrunner and others (including each of
their respective affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Bookrunner on its own behalf and on behalf of the
Company and are irrevocable;
45) it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it:
a. is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts; and
b. will remain liable to the Company and the Bookrunner for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
46) time is of the essence as regards its obligations under this Appendix;
47) any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
48) the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
49) the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Bookbuilding Process and/or
the Placing and all non-contractual or other obligations arising
out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including
any dispute regarding the existence, validity or termination or
such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract),
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or the Bookrunner
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Bookrunner and each of their respective affiliates,
agents, directors, officers and employees 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 given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Bookrunner,
the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of
the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive
after the completion of the Placing.
The rights and remedies of the Bookrunner 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 or partial exercise of one will not
prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Bookrunner shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Bookrunner accordingly. In addition, Placees should note that they
will be 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 United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Bookrunner
in the event that either the Company and/or the Bookrunner have
incurred any such liability to such taxes or duties.
Panmure Gordon is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Bookbuilding Process and the Placing,
and Panmure Gordon will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Bookbuilding Process or the Placing or any other matters referred
to in this Announcement.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Bookrunner
for itself and on behalf of the Company and are irrevocable and
shall not be capable of termination in any circumstances.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Bookrunner may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Set-off and Miscellaneous
The Company reserves the right to treat as invalid any
application or purported application for Placing Shares that
appears to the Company or its agents to have been executed,
effected or dispatched from the United States or an Excluded
Territory or in a manner that may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents
believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of Placing Shares in an Excluded Territory or the
United States, or any other jurisdiction outside the United Kingdom
in which it would be unlawful to deliver such share
certificates.
When a Placee or person acting on behalf of the Placee is
dealing with any of the Bookrunner, any money held in an account
with the Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and
will be used by each of the Bookrunner in the course of its own
business; and the Placee will rank only as a general creditor of
the Bookrunner.
Times
Unless the context otherwise requires, all references to time
are to London time. All times and dates in this Announcement may be
subject to amendment. The Bookrunner will notify Placees and any
persons acting on behalf of the Placees of any changes.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEZZMMGRNFGMZM
(END) Dow Jones Newswires
October 18, 2021 02:01 ET (06:01 GMT)
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