TIDMIGE
RNS Number : 6627E
Image Scan Holdings PLC
10 May 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN IMAGE SCAN HOLDINGS PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION.
This announcement contains inside information
Image Scan Holdings plc
("Image Scan" or the "Company")
Proposed Accelerated Bookbuild and Subscription to raise
approximately GBP525,000
Image Scan Holdings plc (AIM: IGE), specialists in the field of
X-ray imaging for the security and industrial inspection markets,
are pleased to announce a proposed fundraising of approximately
GBP525,000 (before expenses), by way of the placing of 9,500,000
new ordinary shares of 1 pence each at a price of 5.25 pence per
share (the "Placing Shares") (the "Placing") with a number of new
as well as existing institutional investors, as well by way of the
subscription of 500,000 new ordinary shares of 1 pence each at the
Placing Price (the "Subscription Shares") by Mr William Mawer,
Chairman and Chief Executive Officer of the Company (the
"Subscription").
The Placing Shares and the Subscription Shares to be issued
pursuant to the proposed Placing and Subscription are expected to
represent approximately 8 per cent. of the issued share capital of
the Company immediately following Admission.
The Placing Shares are being offered by way of an accelerated
bookbuild, which will be launched immediately following this
announcement. Cantor Fitzgerald will be acting as sole bookrunner
in connection with the Placing. The Placing is not
underwritten.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being, this "Announcement").
It is expected that the implementation of the proposed Placing
and Subscription will commence immediately following this
announcement and a further announcement will be made to confirm its
completion in due course.
The Directors intend to use the proceeds of the Placing and
Subscription to accelerate the introduction of recently developed
products into the widest possible market, further extend the
research and development activity and to provided additional
working capital to facilitate the management of larger
contracts.
Additional information on the Placing and the Subscription is
included below.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
For further information on the Company, please visit
www.ish.co.uk and for further information on the products, please
visit: www.3dx-ray.com
Enquiries
Image Scan Holdings plc +44 (0)1509 817 400
Bill Mawer, Chairman and ir@ish.co.uk
Chief Executive Officer
Sarah Atwell King, Company
Secretary
Cantor Fitzgerald Europe +44 (0)20 7894 7000
(Nominated Adviser and
Broker)
Rick Thompson / Michael
Reynolds (Corporate Finance)
David Banks / Alex Pollen
(Sales)
Additional Information on the Placing and the Subscription
Current trading
The Directors are pleased to report that the Company continues
to trade positively in line with current market expectations.
Details of the Placing and the Subscription
Placing Shares will be issued through the Placing at 5.25 pence
per Placing Share, and the Subscription Shares will be issued
through the Subscription at 5.25 pence per Subscription Share, to
raise gross proceeds of approximately GBP525,000. The Placing is
not being underwritten.
The Placing and the Subscription are conditional, inter alia,
upon the following:
-- Admission occurring by no later than 8:00 a.m. on 12 May 2017
(or such later times and/or dates as may be agreed between the
Company, Cantor Fitzgerald, being no later than 5:00 p.m. on 22 May
2017); and
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms.
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Placing and the Subscription will
lapse and the Placing Shares and the Subscription Shares will not
be issued and all monies received from investors in respect of the
Placing Shares and the Subscription Shares will be returned to them
(at the investors' risk and without interest) as soon as possible
thereafter.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares and the Subscription Shares to be admitted to
trading on AIM. Admission of the Placing Shares and the
Subscription Shares is expected to take place, and dealings on AIM
are expected to commence, at 8:00 a.m. on 12 May 2017 (or such
later time and/or dates as may be agreed between the Company and
Cantor Fitzgerald).
The Placing Shares and the Subscription Shares will, following
Admission, rank pari passu in all respects with the Existing Issued
Share Capital and will carry the right to receive all dividends and
distributions declared, made or paid on or in respect of the
Existing Issued Share Capital after Admission.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cantor
Fitzgerald, as agent for the Company, has agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing Agreement is conditional upon,
among other things, none of the warranties or undertakings given to
Cantor Fitzgerald prior to Admission being or becoming untrue,
inaccurate or misleading in any material respect.
1. Forward-looking statements
This announcement contains statements about Image Scan that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward- looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Image Scan.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the Prospectus Rules, the Market Abuse Regulation
and/or FSMA), Image Scan does not undertake any obligation to
update publicly or revise any forward-looking statements (including
to reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based). All subsequent oral or written forward-looking
statements attributed to Image Scan or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
Image Scan at the date of this announcement, unless some other time
is specified in relation to them, and the posting or receipt of
this announcement shall not give rise to any implication that there
has been no change in the facts set forth herein since such
date.
2. Important Information
This Announcement or any part of it 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,
Japan, the Republic of South Africa, the Republic of Ireland, New
Zealand 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 Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
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 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 for 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
offering in compliance with the securities laws of the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan, the Republic of South Africa, the Republic of Ireland, New
Zealand or any other jurisdiction in which the same would be
unlawful. 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 (including its territories and possessions,
any state of the United States and the District of Columbia),
Australia, Canada, Japan, the Republic of South Africa, the
Republic of Ireland, New Zealand or any other jurisdiction outside
the United Kingdom.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing and the 10 May 2017
Subscription
Admission of the Placing Shares and 8:00am on
the Subscription Shares to trading 12 May 2017
on AIM
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
1. Introduction
An investment in the Placing Shares is subject to a number of
risks. Before making an investment decision with respect to the
Placing Shares, prospective investors should carefully consider the
risks associated with an investment in the Company, the Company's
business and the industry in which the Company operates, in
addition to all of the other information set out in this
document.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
All information in this document, including the terms and
conditions of the Placing in this Appendix, is directed only at
persons ("FSMA Qualified Investors") who are both "qualified
investors" as referred to at section 86(7) of the Financial
Services and Markets Act 2000 ("FSMA") and are persons at or to
whom any private communication relating to the Company that is a
"financial promotion" (as such term is used in relation to FSMA)
may lawfully be issued, directed or otherwise communicated without
the need for it to be approved, made or directed by an "authorised
person" as referred to in FSMA.
2. Placing
Cantor Fitzgerald is acting as the Company's agent in respect of
the Placing. Cantor Fitzgerald shall determine the extent of each
Placee's participation in the Placing, which will not necessarily
be the same for each Placee. No commissions will be paid to or by
Placees in respect of their agreement to subscribe for any Placing
Shares.
Each Placee will be required to pay to Cantor Fitzgerald, on the
Company's behalf as agent, the Placing Price as the subscription
sum for each Placing Share that it is required to subscribe for in
accordance with the terms set out in or referred to in this
Appendix. Each Placee's obligation to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company and
Cantor Fitzgerald. Each Placee will be deemed to have read this
Appendix in its entirety. Neither the Broker nor any other Broker
Person will have any liability (subject to applicable legislation
and regulations) to Placees or to any person other than the Company
in respect of the Placing.
Various dates referred to in this document are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The Impact Announcement is
expected to be released on 10 May 2017. The expected date for
Admission is 12 May 2017 and, in any event, the latest date for
Admission is 22 May 2017 ("the Long Stop Date").
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this document
and on the terms contained in it. No admission document for the
purposes of the AIM Rules for Companies, or prospectus, is required
to be published, or has been or shall be published, in relation to
the Placing or the Placing Shares.
3. Participation and settlement
Participation in the Placing is only available to persons who
are invited to participate in it by Cantor Fitzgerald.
A Placee's commitment to subscribe for a fixed number of Placing
Shares under the Placing will be agreed orally (or, if agreed
previously, may be confirmed orally) with Cantor Fitzgerald on or
before the time on which the Impact Announcement is made. Such
agreement will constitute a legally binding commitment on such
Placee's part to subscribe for that number of Placing Shares at the
Placing Price on the terms and subject to the conditions set out or
referred to in this Appendix and subject to the Company's
constitution. After such agreement is entered into, a contract note
will be dispatched to the Placee by Cantor Fitzgerald stating (i)
the number of Placing Shares for which such Placee has agreed to
subscribe, (ii) the aggregate amount such Placee will be required
to pay for those Placing Shares, (iii) relevant settlement
information and (iv) settlement instructions. A settlement
instruction form will be included in each contract note and, on
receipt, should be completed and returned by the date and time
stated in it.
Placing Shares, once issued, will be admitted to CREST with
effect from Admission. Placees will receive Placing Shares
comprised in their Placing participation in uncertificated form
registered in their CREST member account, subject to certain
exceptions, on a "delivery versus payment" (or "DVP") basis.
Alternatively, those Placees who wish to receive their Placing
Shares in certificated form should contact Kellyann Leeds at Cantor
Fitzgerald Europe (+44 (0)20 7894 7913) and are expected to receive
their certificates for their Placing Shares by no later than 22 May
2017. If Placees do not provide any CREST details or if Placees
provide insufficient CREST details to match within the CREST system
to their details, Cantor Fitzgerald may, at its discretion, deliver
Placing Shares comprised in any such Placee's participation in the
Placing in certificated form provided payment has been made in
terms satisfactory to Cantor Fitzgerald and all conditions in
relation to the Placing have been satisfied or waived.
A Placee whose Placing Shares are to be delivered to a custodian
or settlement agent should ensure that the written confirmation is
copied and delivered promptly to the appropriate person within that
organisation.
4. Placing Agreement
Cantor Fitzgerald has entered into the Placing Agreement with
the Company under which Cantor Fitzgerald has agreed on a
conditional basis to use its reasonable endeavours as the Company's
agent to procure subscribers at the Placing Price for all Placing
Shares.
5. Placing conditions
The Placing is conditional on (i) the release of the Impact
Announcement through the London Stock Exchange's Regulatory News
Service (or another regulatory information service, as that term is
used in the AIM Rules for Companies), (ii) Cantor Fitzgerald's
obligations under the Placing Agreement not being terminated in
accordance with its terms, (iii) Admission taking place by the
relevant time and date to be stated in the Impact Announcement, and
(iv) Cantor Fitzgerald's obligations under the Placing Agreement
becoming unconditional in all other respects. Cantor Fitzgerald may
extend the time and/or date for the fulfilment of any of the
conditions referred to above to a time no later than 5.00 p.m. on
the Long Stop Date. If any such condition is not fulfilled (and, if
capable of waiver under the Placing Agreement, is not waived by
Cantor Fitzgerald) by the relevant time, the Placing will lapse and
each Placee's rights and obligations in respect of the Placing will
cease and terminate at such time.
Cantor Fitzgerald's obligations under the Placing Agreement may
be terminated by Cantor Fitzgerald at any time prior to Admission
in certain circumstances including, among other things, following a
material breach of the Placing Agreement by the Company and/or the
occurrence of certain force majeure events. The exercise of any
right of termination pursuant to the Placing Agreement, any waiver
of any condition in the Placing Agreement and any decision by
Cantor Fitzgerald whether or not to extend the time for
satisfaction of any condition in the Placing Agreement will be
within Cantor Fitzgerald's absolute discretion (as is the exercise
of any right or power of Cantor Fitzgerald that is referred to in
this Appendix). Cantor Fitzgerald will not have any liability to
any Placee or to anyone else in respect of any such termination,
waiver or extension or any decision to exercise or not to exercise
any such right of termination, waiver or extension in respect of
the Placing Agreement.
6. Placees' warranties and undertakings to the Company and Cantor Fitzgerald
By agreeing with Cantor Fitzgerald as agent of the Company to
subscribe for Placing Shares under the Placing, a Placee (and any
person acting on a Placee's behalf) will irrevocably acknowledge
and confirm and warrant and undertake to, and agree with, each of
the Company and Cantor Fitzgerald, in each case as a fundamental
term of such Placee's application for Placing Shares and of the
Company's obligation to allot and/or issue any Placing Shares to it
or at its direction, that:
(a) it agrees to and accepts all the terms set out in this Appendix;
(b) its rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this Appendix
and will not be subject to rescission or termination by it in any
circumstances;
(c) this document, which has been issued by the Company, is
within the sole responsibility of the Company;
(d) each Placee confirms, represents and warrants that, in
making the investment decision with respect to the Placing Shares,
it has:
(i) not relied on the Company or any of its respective
affiliates or on any document published by any of them;
(ii) the ability to bear the economic risk of its investment in
the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares;
(iii) such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and
suitability of investing in the Placing Shares, and is able to
sustain a complete loss of any investment in the Placing Shares;
and
(iv) investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares, including any local tax consequences, affecting it
in connection with its subscription for and any subsequent disposal
of the Placing Shares;
(e) it is not a client of Cantor Fitzgerald in relation to the
Placing and Cantor Fitzgerald is not acting for it in connection
with the Placing and will not be responsible to it in respect of
the Placing for providing protections afforded to its respective
clients;
(f) it has not been, and will not be, given any warranty or
representation by any Broker Person in relation to any Placing
Shares, the Company or any other member of its Group and no Broker
Person will have any liability to it for any information contained
in this document or which has otherwise been published by the
Company or for any decision by it to participate in the Placing
based on any such information or on any other information provided
to it;
(g) it will pay the full subscription sum at the Placing Price
as and when required in respect of all Placing Shares for which it
is required to subscribe under its Placing participation and will
do all things necessary on its part to ensure that payment for such
shares and their delivery to it or at its direction is completed in
accordance with the standing CREST instructions (or, where
applicable, standing certificated settlement instructions) that it
has in place with Cantor Fitzgerald or puts in place with Cantor
Fitzgerald;
(h) it is permitted to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Anti- Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 and the Money Laundering Regulations
2007) and has obtained all governmental and other consents (if any)
which may be required for the purpose of, or as a consequence of,
such subscription, and it will provide promptly to Cantor
Fitzgerald such evidence, if any, as to the identity or location or
legal status of any person which Cantor Fitzgerald may request from
it in connection with the Placing (for the purpose of complying
with any such laws 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 Cantor Fitzgerald on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be allotted and/or issued to it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as Cantor Fitzgerald may decide;
(i) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(j) it is a FSMA Qualified Investor;
(k) it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so, (ii) it is and will remain liable to the Company and/or
Cantor Fitzgerald 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), (iii) it is both an "authorised person"
for the purposes of FSMA and a "qualified investor" as defined at
Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus
Directive) acting as agent for such person, and (iv) such person is
either (1) a FSMA Qualified Investor or (2) its "client" (as
defined in section 86(2) of FSMA) that has engaged it to act as his
agent on terms which enable it to make decisions concerning the
Placing or any other offers of transferable securities on his
behalf without reference to him;
(l) nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the Prospectus Rules or in accordance with any other
laws applicable in any part of the European Union or the European
Economic Area;
(m) it will not treat any Placing Shares in any manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of its participation in the Placing will
contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company and/or Cantor
Fitzgerald to contravene any such legislation in any respect;
(n) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the US
Securities Act of 1933, as amended) (i) none of the Placing Shares
have been or will be registered under that Act or under the
securities laws of any State of or other jurisdiction within the
United States, (ii) subject to certain exceptions, Placing Shares
may not be offered or sold, resold, or delivered, directly or
indirectly, into or within the United States or to, or for the
account or benefit of, any US person, (iii) it is (unless otherwise
expressly agreed with Cantor Fitzgerald) neither within the United
States nor a US person, (iv) it has not offered, sold or delivered
and will not offer sell or deliver any of the Placing Shares to
persons within the United States, directly or indirectly, (v)
neither it, its affiliates, nor any persons acting on its behalf,
has engaged or will engage in any directed selling efforts with
respect to the Placing Shares, (vi) it will not be subscribing
Placing Shares with a view to resale in or into the United States,
and (vii) it will not distribute this document or any offering
material relating to Placing Shares, directly or indirectly, in or
into the United States or to any persons resident in the United
States;
(o) Cantor Fitzgerald may itself agree to become a Placee in
respect of some or all of the Placing Shares or by nominating any
other relevant Broker Person or any person associated with any
Broker Person to do so;
(p) time is of essence as regards its obligations under this Appendix;
(q) this Appendix and any contract which may be entered into
between it and Cantor Fitzgerald and/or the Company pursuant to
this Appendix or the Placing, and all non-contractual obligations
arising between the Placee and Cantor Fitzgerald and/or the Company
in respect of the Placing, will be governed by and construed in
accordance with the laws of England, for which purpose it submits
(for itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute, or matter arising out of or relating to
this Appendix or such contract, except that each of the Company and
Cantor Fitzgerald will have the right to bring enforcement
proceedings in respect of any judgment obtained against such Placee
in the English courts or in the courts of any other relevant
jurisdiction;
(r) each right or remedy of the Company or Cantor Fitzgerald
provided for in this Appendix is in addition to any other right or
remedy which is available to such person and the exercise of any
such right or remedy in whole or in part will not preclude the
subsequent exercise of any such right or remedy;
(s) 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 Cantor Fitzgerald;
(t) nothing in this Appendix will exclude any liability of any
person for fraud on its part, and all times and dates in this
document are subject to amendment at the discretion of Cantor
Fitzgerald except that in no circumstances will the date scheduled
for Admission be later than the Long Stop Date; and
(u) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of its obligations in respect of the Placing.
7. Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Cantor Fitzgerald's receipt of
payment in full for such shares by the relevant time to be stated
in the written confirmation referred to above, or by such later
time and date as Cantor Fitzgerald may determine, and otherwise in
accordance with that confirmation's terms. Cantor Fitzgerald may
waive this condition, and will not be liable to any Placee for any
decision to waive it or not.
If any Placee fails to make such payment by the required time
for any Placing Shares:
(a) the Company may release itself, and (if it decides to do so)
will be released from, all obligations it may have to allot and/or
issue any such Placing Shares to such Placee or at its direction
which are then unallotted and/or unissued;
(b) the Company may exercise all rights of lien, forfeiture and
set-off over and in respect of any such Placing Shares to the full
extent permitted under its constitution or by law and to the extent
that such Placee then has any interest in or rights in respect of
any such shares;
(c) the Company or, as applicable, Cantor Fitzgerald may sell
(and each of them is irrevocably authorised by such Placee to do
so) all or any of such shares on such Placee's behalf and then
retain from the proceeds, for the account and benefit of the
Company or, where applicable, Cantor Fitzgerald (i) any amount up
to the total amount due to it as, or in respect of, subscription
monies, or as interest on such monies, for any Placing Shares and
(ii) any amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of such sale;
and
(d) such Placee will remain liable to the Company and to Cantor
Fitzgerald for the full amount of any losses and of any costs which
it may suffer or incur as a result of it (i) not receiving payment
in full for such Placing Shares by the required time, and/or (ii)
the sale of any such Placing Shares to any other person at whatever
price and on whatever terms are actually obtained for such sale by
or for it. Interest may be charged in respect of payments not
received by Cantor Fitzgerald for value by the required time
referred to above at the rate of two percentage points above the
base rate of Barclays plc.
8. Overseas jurisdictions
The distribution of this document and the offering and/or issue
of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Persons who seek to participate in the Placing
must inform themselves about and observe any such restrictions. In
particular, this document does not constitute or form part of any
offer or invitation, or a solicitation of any offer or invitation,
to subscribe for or acquire or sell or purchase or otherwise deal
in Ordinary Shares in the United States (including its territories
and possessions, any state of the United States and the District of
Columbia), Australia, Canada, Japan, the Republic of South Africa,
the Republic of Ireland, New Zealand or in any other jurisdiction
in which any such offer, invitation or solicitation is or would be
unlawful. The Placing Shares have not been and will not be
registered under the US Securities Act of 1933, as amended or under
the securities laws of any State of or other jurisdiction within
the United States, and, subject to certain exceptions, may not be
offered or sold, resold or delivered, directly or indirectly, in or
into the United States, or to, or for the account or benefit of,
any US persons (as defined in Regulation S under that Act). No
public offering of the Placing Shares is being or will be made in
the United States.
9. Placing Shares
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Issued
Share Capital.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
Admission admission of the Placing
Shares and the Subscription
Shares to trading on AIM
and such admission becoming
effective in accordance
with the AIM Rules;
AIM the AIM market operated
by the London Stock Exchange;
AIM Rules the AIM Rules for Companies
and/or the AIM Rules for
Nominated Advisers (as
the context may require);
AIM Rules for Companies the rules of AIM as set
out in the publication
entitled 'AIM Rules for
Companies' published by
the London Stock Exchange
from time to time;
AIM Rules for Nominated Advisers the rules of AIM as set
out in the publication
entitled 'AIM Rules for
Nominated Advisers' published
by the London Stock Exchange
from time to time;
Board or Directors the board of directors
of the Company for the
time being;
Broker Cantor Fitzgerald;
Broker Person any person being (i) the
Broker, (ii) an undertaking
which is a subsidiary
undertaking of the Broker,
(iii) a parent undertaking
of the Broker or a subsidiary
undertaking of any such
parent undertaking, or
(iv) a director, officer,
agent or employee of any
such person;
Cantor Fitzgerald Cantor Fitzgerald Europe,
a company incorporated
in England and Wales with
registered company number
02505767, authorised and
regulated by the FCA;
certificated or in certificated the description of a share
form or other security which
is not in uncertificated
form (that is not in CREST);
Company or Image Scan Image Scan Holdings plc,
a company incorporated
in England and Wales with
registered number 03062983
and having its registered
office at 16 & 18 Hayhill,
Sileby Road, Barrow upon
Stour, Loughborough, Leicestershire
LE12 8LD;
CREST the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations);
EU the European Union;
Euroclear Euroclear UK & Ireland
Limited;
Existing Issued Share Capital the issued share capital
of the Company as at the
Latest Practicable Date;
Existing Ordinary Shares the 125,604,577 Ordinary
Shares in issue as at
the Record Date;
FCA the UK Financial Conduct
Authority;
FSMA the UK Financial Services
and Markets Act 2000,
as amended;
Group or Image Scan the Company and/or its
subsidiary undertakings
at the date of this document
(as defined in sections
1159 and 1160 of the Act);
Impact Announcement the Company's proposed
regulatory announcement
of the Placing and the
Subscription;
Latest Practicable Date means 5:00 p.m. on 9 May
2017, being the latest
practicable date prior
to the announcement by
the Company of its intention
to undertake the Placing
and the Subscription;
London Stock Exchange London Stock Exchange
plc;
Ordinary Shares ordinary shares of 1 pence
each in the capital of
the Company;
Placees the persons who have agreed
to subscribe for the Placing
Shares;
Placing the placing of the Placing
Shares with the Placees
pursuant to the Placing
Agreement;
Placing Price 5.25 pence per Placing
Share or Subscription
Share;
Placing Agreement the conditional agreement
dated 9 May 2017 between
the Company and Cantor
Fitzgerald relating to
the Placing;
Placing Shares the 9,500,000 new Ordinary
Shares to be issued by
the Company under the
Placing;
Prospectus Rules the Prospectus Rules published
by the FCA;
Record Date 5:00 p.m. on 9 May 2017;
Regulatory Information Service has the meaning given
or RNS in the AIM Rules for Companies;
Shareholders holders of Existing Ordinary
Shares;
Subscription the subscription of the
Subscription Shares by
Mr William Mawer pursuant
to a subscription agreement
between the Company and
Mr William Mawer;
Subscription Shares the 500,000 new Ordinary
Shares to be issued by
the Company under the
Subscription;
UK or United Kingdom the United Kingdom of
England, Scotland, Wales
and Northern Ireland;
uncertificated recorded on a register
of securities maintained
by Euroclear in accordance
with the CREST Regulations
as being in uncertificated
form in CREST and title
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST;
GBP or sterling pounds sterling, the legal
currency of the United
Kingdom.
Terms defined elsewhere in this document have the same meanings,
unless the context requires otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEOKCDDOBKDOPK
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May 10, 2017 02:00 ET (06:00 GMT)
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