TIDMINSE
RNS Number : 5072J
Inspired Energy PLC
29 June 2017
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
29 June 2017
Inspired Energy plc
("Inspired" or the "Group")
Proposed acquisition of Horizon Energy Group Limited,
Proposed placing to raise up to GBP9.0 million and entry into
new banking facilities
Inspired (AIM: INSE), a leading energy procurement consultant to
UK corporates, announces that it has conditionally agreed to
acquire Horizon Energy Group Limited ("Horizon"), a corporate
energy procurement consultant based in Cork, Ireland with customers
including large Corporates, Public Sector bodies and SMEs (the
"Acquisition"). In addition and in connection with the Acquisition,
the Company proposes to raise up to GBP9.0 million by way of a
placing of new ordinary shares and has entered into a new facility
agreement with Santander in order to refinance its existing
borrowings and to provide further headroom for the Company's future
growth and acquisition strategy.
Transaction rationale
The Acquisition will augment the Company's strategy to
consolidate its market position.
Once completed, the Acquisition is expected to:
-- Allow Horizon to leverage the platform and capabilities of
the Group to consolidate its market-leading position in
Ireland.
-- Generate cross-selling opportunities as Horizon's sales team
will be able to offer its customers a wider range of services.
-- Allow the Group to benefit from the opportunity to leverage lower costs in Ireland.
-- Provide for economies of scale through dilution of central
costs and synergies generated through the alignment of IT systems,
procedures and processes.
-- Increase the combined Procurement Corporate Order Book for
the Group to in excess of GBP41.0 million.
Acquisition
-- Horizon acts on behalf of its clients to both research and
procure better energy contracts, usually over a period of 24 to 36
months.
-- For small and medium-sized clients, Horizon provides its
"Energy Buddi" monitoring systems with larger industrial users also
benefitting from Horizon's energy trading desk providing access to
real time information on power prices.
-- Horizon has 34 employees and is based in Cork, Ireland.
-- Initial Consideration of EUR9.0 million ("Initial
Consideration") on a debt free cash free basis acquires 90 per
cent. of the issued share capital of Horizon. Inspired also has the
option to acquire the outstanding balance of 10 per cent. of the
issued share capital of Horizon for payment of a further EUR1.0
million in cash.
-- Further deferred consideration of up to EUR5.0 million may
become payable in cash, subject to the achievement of certain
financial performance targets for the periods ending 31 December
2017 and 31 December 2018.
-- Horizon's management team, including the founder and CEO of
Horizon, will remain with the Group.
-- The Board believes the Acquisition will be earnings enhancing
in FY2017 and significantly earnings enhancing in FY2018.
Proposed Placing
-- Inspired is proposing to raise up to GBP9.0 million (before
expenses) through a placing of 62,068,966 Placing Shares at 14.5
pence per Ordinary Share (the "Placing Price").
-- 24,241,920 of the Placing Shares are being placed pursuant to
existing authorities granted to the Directors at the Company's
annual general meeting held on 20 June 2017 ("Firm Placing") and
the balance of 37,827,046 Placing Shares are being placed
conditional, inter alia, on the passing of certain of the
Resolutions being proposed at the GM ("Conditional Placing").
-- The Placing Price represents a discount of approximately 2.6
per cent. to the closing price of 14.88 pence of the Ordinary
Shares on 28 June 2017.
New Bank Facilities
-- Inspired has entered into new banking facilities with
Santander for GBP29.6 million and EUR7.0 million.
-- The facilities include a GBP12.5 million acquisition
facility, that will be undrawn on completion of the Acquisition, to
support the Group's established acquisition strategy.
-- The new facilities will be used to refinance the existing
indebtedness of the Group, part fund the cash component of the
Initial Consideration and to provide additional financial
flexibility for the Group.
-- Following the completion of the Firm Placing, the Conditional
Placing, the drawdown of the New Bank Facilities and the
Acquisition, Group net debt is expected to stand at c. GBP14.0
million
Commenting on the proposed acquisition, Janet Thornton, Chief
Executive of Inspired, said: "Inspired continues to look to deliver
on its growth strategy and Horizon provides an opportunity to drive
growth from Inspired's platform as it is an established business in
a relatively untapped market. It will bring high earnings
visibility, supported by a strong procurement corporate order book,
and Horizon's sales team will benefit from the cross-selling
opportunities with access to Inspired's broader capabilities,
ultimately benefitting clients."
"Ireland's energy procurement sector is relatively
underdeveloped compared to the UK, providing a significant
opportunity for Inspired to deploy its expertise in increasing its
presence in this market, leveraging the Enlarged Group's experience
of growth in the UK market."
Enquiries:
Inspired Energy plc
Janet Thornton, Chief Executive +44 (0) 1772 689250
Paul Connor, Finance Director www.inspiredenergy.co.uk
Shore Capital (Nomad, Joint Broker
and Bookrunner)
Bidhi Bhoma
Edward Mansfield
James Wolfe +44 (0) 20 7408 4090
Panmure Gordon (Joint Broker)
Ben Thorne
Erik Anderson
James Stearns +44 (0) 20 7886 2500
Gable Communications +44 (0) 20 7193 7463
Justine James +44 (0) 7525 324431
John Bick inspired@gablecommunications.com
The Appendices set out further information relating to the
Acquisition and Placing and the terms and conditions of the
Placing.
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.
Important notice
This announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions"). This announcement does not
constitute or form part of any offer to sell, or any solicitation
of an offer to buy, securities in the United States. The Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States absent registration except pursuant to an exemption from or
in a transaction not subject to the registration requirements of
the Securities Act. No public offering of the Placing Shares is
being made in the United States. The Placing Shares are being
offered and sold outside the United States in offshore
transactions, as defined in, and in compliance with, Regulation S
under the Securities Act. Persons receiving this announcement
(including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in
connection with the Placing. This announcement does not constitute
an offer to sell or issue or a solicitation of an offer to buy or
subscribe for Placing Shares in any jurisdiction including, without
limitation, the Restricted Jurisdictions or any other jurisdiction
in which such offer or solicitation is or may be unlawful. This
announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Shore Capital and
Corporate Limited, Shore Capital Stockbrokers Limited (together
with Shore Capital and Corporate Limited, "Shore Capital") or
Panmure Gordon (UK) Limited (("Panmure Gordon" and, together with
Shore Capital, "Joint Bookrunners") or any of their respective
directors, officers, partners, agents, employees or affiliates that
would permit an offer of the Placing Shares or possession or
distribution of this announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this announcement
are required to inform themselves about and to observe any such
restrictions.
This announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospective Directive (Directive 2003/71/EC) as amended, (B) if in
the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of FSMA or (C) persons to whom it may
otherwise lawfully be communicated (each, a "Relevant Person"). No
other person should act or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this announcement, you
represent and agree that you are a Relevant Person.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange, the AIM Rules or applicable law, the Company undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Any indication in this announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Each of Shore Capital and Panmure Gordon, which are authorised
and regulated in the United Kingdom by the FCA, are acting for the
Company and for no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Shore Capital or Panmure
Gordon or for affording advice in relation to the Placing, or any
other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by either Joint Bookrunner or by any of
their respective affiliates or either Joint Bookrunner or their
respective affiliates' agents, directors, officers and employees as
to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
Nothing in this Important notice shall be effective to limit or
exclude any liability for fraud or which, by law or regulation,
cannot otherwise be so limited or excluded.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making an oral and legally
binding offer to acquire Placing Shares will be deemed to have read
and understood this announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions set out in this announcement, and to providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of securities is or will be
made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
1. Introduction
The Company has entered into an agreement with the Vendors to
acquire a 90 per cent. interest in the issued share capital of
Horizon for EUR9.0 million in cash, on a debt free cash free basis.
Pursuant to the Option Agreement, further described in paragraph 6
below, Inspired may acquire, or certain Vendors may sell, the
outstanding balance of 10 per cent. of the issued share capital of
Horizon for payment of a further EUR1.0 million in cash. Further
deferred consideration of up to EUR5.0 million may become payable
in cash, subject to the achievement of certain financial
performance targets for the periods ending 31 December 2017 and 31
December 2018. Mark Dickinson, the Chief Operating Officer of
Inspired, is currently a Non-executive Director of Horizon and has
a beneficial interest in a 4.5 per cent shareholding in
Horizon.
In addition, the Company is proposing to raise an aggregate of
GBP9.0 million (before expenses) through a placing of 62,068,966
Placing Shares at the Placing Price. 24,241,920 of the Placing
Shares are being placed pursuant to existing authorities granted to
the Directors at the Company's annual general meeting held on 20
June 2017 and the balance of 37,827,046 Placing Shares are being
placed conditional, inter alia, on the passing of the Resolutions
being proposed at the GM. The Firm Placing is conditional, inter
alia, on First Admission (which is expected to become effective
with dealings in the Firm Placing Shares to commence on 4 July
2017); and the Conditional Placing is conditional, inter alia, on
Second Admission (which is expected to become effective with
dealings in the Conditional Placing Shares to commence on 18 July
2017). Completion of the Acquisition is conditional upon the
passing of the Resolution numbered 1 by Shareholders at the General
Meeting. The Placing has not been underwritten.
Following the issue of the Placing Shares, the Board expects the
Acquisition to be earnings enhancing in FY 2017 and significantly
earnings enhancing in FY 2018. Further details of the terms of the
Acquisition and the Placing are set out below under the headings
"Principal terms of the Acquisition" and "Details of the Placing
and the use of proceeds".
2. Information on Inspired
Inspired was established in 2000 and provides expert consultancy
on the negotiation of energy contracts, offering a range of
services to its clients through the life of each contract including
market analysis, bureau services and management services with the
primary aim of reducing costs for its clients. Inspired's core
focus is undertaking reviews into large industrial and commercial
clients' energy needs and devising tailored energy purchasing
strategies with reference to energy purchasing goals and risk
appetite.
The Company is organised into two divisions, being the Corporate
division and the SME division. The Corporate division currently
comprises of seven subsidiaries and provides review, analysis and
negotiation of gas and electricity contracts on behalf of corporate
clients. Additional services provided include energy review,
benchmarking, negotiation and bill validation. The Corporate
division benefits from a trading team, who actively focus on
high-volume customers, providing more complex, long-term energy
frameworks based on agreed risk management strategies. In FY 2016,
the Corporate division generated revenues of GBP16.3 million and
EBITDA of GBP7.6 million.
The SME sector comprises the operations of EnergiSave Online
Limited, KWH Consulting Limited and Simply Business Energy Limited.
Within the SME division, the Group's energy consultants contact
prospective SME clients to offer reduced tariffs and contracts
based on the unique situation of the customer. Leads are generated
and managed by the Group's internally generated, bespoke CRM and
case management IT system. Tariffs are offered from a range of
suppliers and the Group is actively working with new suppliers to
increase the range of products available to SME clients. In FY
2016, the SME division generated revenues of GBP5.2 million and
EBITDA of GBP1.8 million.
2.1. Strategy
The Board has an established acquisition strategy in place and
has, since admission to trading on AIM in 2011, successfully
executed eight acquisitions. The Board requires any target business
to fulfil one or more of the following criteria:
-- additional technical and/or service capability;
-- sector specialism and diversification; or
-- increased geographic footprint.
The Board will continue to seek acquisition opportunities which
fit with the Group's strategy in order to augment the Group's
services, products or markets.
2.2. Current trading and prospects
Inspired continues to trade in line with market expectations.
The integration of both Flexible Energy Management Limited and
Churchcom Limited, which the Group acquired in April 2017, is
progressing smoothly and the companies are performing in line with
the Board's expectations.
The Company's Procurement Corporate Order Book had grown to
GBP31.5m ("Order Book"), as at 31 May 2017. The Order Book remains
a consistent guide to future performance of the Group and provides
strong visibility of revenues for the next three years.
3. Information on Horizon
3.1. Overview
Horizon is a corporate energy procurement business based in Cork
Airport Business Park, Ireland and was originally established as
Utility Brokers by Colin Barry in 2007. The company currently has
34 employees. Horizon acts on behalf of its clients, which comprise
a range of customers from large corporates to SME's to public
sector bodies, to both research and procure better energy deals
with contracts usually established for 24 to 36 months. For small
and medium-sized clients, Horizon provides its "Energy Buddi"
monitoring systems with larger industrial users also benefitting
from Horizon's energy trading desk providing access to real time
information on power prices.
Horizon generates the majority of its revenues through
commissions charged, to the suppliers, on energy consumption by
Horizon's customers with the energy supplier ("Commission
Revenues"). Horizon has contracts with key energy suppliers in
Ireland such as SSE Airtricity, Energia and Electric Ireland. The
level of commission is agreed at the outset of any contract.
In January 2016 Horizon secured a contract with the OGP to
manage public sector electricity procurement. The OGP pays HEG a
quarterly management charge for a range of services including
re-tendering support for all government electricity procurement.
This is performed in batches such as "schools", "hospitals" and
"care homes" as and when the existing contracts are up for renewal.
Horizon receives an additional payment per meter where HEG secures
a better tariff. As a consequence of this contract, Horizon has a
market position within the public sector and contract with OGP is
due for renewal in January 2019.
In FY 2016, Commission Revenues represented 92 per cent. of
HEG's total revenue, fees generated under the OGP contract
represented 6 per cent. of HEG's revenues and the balance of HEG's
revenues (2 per cent.) was generated by ancillary services.
3.2. Areas of expertise
Horizon provides the following services:
-- Energy procurement
-- Green energy
-- Energy audits
-- Energy monitoring
-- Carbon reporting
-- Funded LED Lighting
-- Trading and price risk management
-- Energy Buddi
-- Market intelligence
-- Invoice and tariff validation
-- Market tracker
3.3. Energy market for TPIs in Ireland
The energy market in Ireland operates in a similar way to the
market in the UK. Gas and electricity prices tend to be linked to
the market prices in the UK. Consumers are free to choose from one
of the energy suppliers registered to supply the market.
HEG provide services to non-domestic consumers in the small
business, medium business and large energy user ("LEU") segments of
the market. In 2016 there were approximately 2.24 million
electricity customers in Ireland, of which c.200,000 related to
non-domestic consumers. In gas, in 2016, there were approximately
680,000 gas customers of which c.26,000 related to the non-domestic
market. The suppliers to both the non-domestic gas and electricity
markets include: Bord Gáis Energy, Electric Ireland, Energia, SSE
Airtricity and Vanyu.
Executive management team
Horizon's executive management will remain in place following
completion of the Acquisition. The management team collectively has
over 50 years of experience in the energy markets and is comprised
of the following:
Colin Barry - Managing Director
Colin founded Horizon in 2008 and is responsible for the overall
direction of the business and ensuring close relationships with key
clients and energy suppliers. Colin's key focuses are managing the
sales growth across all channels, ensuring compliance across the
business, and strategically managing the direction of the company.
Colin will enter into a new service agreement in respect of his
role as Managing Director.
Ewen Barry - Finance Director
Ewen is a former senior manager in transaction advisory services
with EY prior to setting up his own practice focusing on SME high
potential start-ups. Ewen has led the development of Horizon's CRM
system and commission reconciliation & collection systems. He
has overall responsibility for the finance function of the
company.
Sandra Quinn - Corporate Services Director
Sandra joined Horizon in 2013 and has 15 years energy industry
experience as the former Country Manager for Ireland with Schneider
Electric Professional Services (formerly M&C Energy Group).
Sandra manages the corporate offerings for industrial and
commercial clients encompassing flexible procurement, trading, risk
management and invoice and tariff validation as well as managing
the Office of Government Procurement account (Irish
Government).
4. Summary financial results of Horizon for FY 2016
Set out below are extracts from Horizon's unaudited financial
statements which we prepared under Irish GAAP.
Profit and Loss Balance Sheet
EUR'000 FY 2016 FY 2015 EUR'000 FY 2016 FY 2015
-------------- -------- -------- ------------- -------- --------
Revenue 3,921 2,028 Gross assets 2,255 931
EBITDA 1,699 (480) Net assets 1,197 (206)
Profit after
tax 1,402 (566)
EBITDA margin 43% (24)%
As at 23 March 2017, HEG's order book in respect of Commission
Revenues stood at c.EUR12.5 million with new customers to HEG
representing c.EUR6.7 million and c.EUR5.8 million through existing
customers renewing their energy supply contracts. 67 per cent. of
the order book is set to expire by the end of FY 2018 with 93 per
cent. set to expire by the end of FY 2019.
5. Background to and reasons for the Acquisition
The Acquisition of Horizon will be consistent with Inspired's
stated strategy of generating growth organically or through
acquisition. The Board believes the Acquisition will have a number
of positive benefits for the Enlarged Group:
5.1. Opportunity for further value creation
-- Horizon will be able to leverage the platform and
capabilities of the Enlarged Group to extend and consolidate its
market-leading position in Ireland;
-- There will be cross-selling opportunities as Horizon's sales
team will be able to offer its customers the access to the
additional capabilities and services of the Enlarged Group; and
-- The Irish energy procurement market is relatively
underdeveloped compared to the UK providing a significant
opportunity for further growth, leveraging the Enlarged Group's
experience of growth in the UK market.
5.2. Operational efficiencies
-- The Enlarged Group stands to benefit from the opportunity to
leverage off the lower cost Irish sales team to sell into the
UK;
-- Economies of scale may be generated through the dilution of central costs; and
-- Synergies will be generated through the alignment of internal
IT systems, procedures and processes.
5.3. Diversification
-- The expansion into Ireland will provide further geographic diversity; and
-- A presence in Ireland, a member of the EU, may provide
continued access to the EU market should Brexit negotiations fail
to deliver a trade deal comparable to trade conditions today.
6. Principal terms of the Acquisition
6.1. Acquisition Agreement and Option Agreement
Under the terms of the Acquisition Agreement, Inspired has
agreed to acquire, on completion of the Acquisition, 90 per cent.
of the issued share capital of Horizon from the Vendors for an
Initial Consideration of EUR9.0 million in cash on a debt free cash
free basis, the balancing interest of 10 per cent. being subject to
the Option Agreement described below. Completion of the Acquisition
is conditional, amongst other things, upon the passing of
Resolution 1 by Shareholders at the General Meeting.
The Option Agreement will consist of a put and call option
between Inspired, Ballyfouloo and Colin Barry. Under the
Acquisition Agreement, Ballyfouloo, a company wholly owned by Mr
Barry, will retain a 10 per cent. beneficial interest in HEG with
Colin Barry retaining the legal title. The Option Agreement will be
exercisable for a six month period following the first anniversary
of completion of the Acquisition. Under the terms of the Option
Agreement, Inspired may, by exercise of a call option, require
Ballyfouloo and Colin Barry to sell the outstanding 10 per cent.
interest and Ballyfouloo and Colin Barry may, under a put option,
require Inspired to acquire the outstanding 10 per cent. interest.
The purchase price for the outstanding 10 per cent. interest in HEG
pursuant to the Option Agreement will be EUR1 million in cash (the
"Option Consideration").
The Acquisition Agreement contains warranties and indemnities in
favour of Inspired customary for a transaction of this nature. The
warranties relating to the Vendors' title to the shares being sold
and their capacity to sell such shares were given on signing of the
Acquisition Agreement and will be repeated prior to completion of
the Acquisition ("Completion"), and Completion is conditional on
such warranties not having been breached. The remaining warranties
relating to the business of HEG were also given on signing of the
Acquisition Agreement and will be repeated prior to Completion.
Colin Barry, John O'Driscoll and Ewen Barry will each give
customary covenants in the Acquisition Agreement restricting, for a
period of two years from completion of the Acquisition, them from
undertaking employment or other activities which compete with the
Company.
6.2. Earn out consideration
Under the Acquisition Agreement further contingent consideration
of up to a maximum of EUR5.0 million, in cash, may be payable
subject to the achievement of certain performance criteria
("Earn-out Consideration"). Payment of the Earn-out Consideration
is based upon the financial performance of HEG for FY 2017 and FY
2018.
To the extent that HEG generates an EBITDA that is equal to or
more than EUR2,200,000 in FY 2017 ("FY 2017 Base Threshold"),
Inspired will pay the Vendors a further EUR1,250,000. Inspired
shall pay a further EUR1 for every EUR1.25 by which HEG's EBITDA
exceeds the FY 2017 Base Threshold capped at EUR750,000. The
Earn-out Consideration, in respect of FY 2017, will be payable
prior to 31 March 2018.
To the extent that HEG generates an EBITDA that is equal to or
more than EUR2,450,000 in FY 2018 ("FY 2018 Base Threshold"),
Inspired will pay the Vendors a further EUR1,250,000. Inspired
shall pay a further EUR1 for every EUR2 by which HEG's EBITDA
exceeds the FY 2018 Base Threshold capped at EUR750,000. In
addition, Inspired shall pay the Vendors a further EUR1 for every
EUR1 by which HEG's contracted order book, as at 31 December 2018,
exceeds EUR14.5 million capped at EUR1,000,000. The Earn-out
Consideration, in respect of FY 2018, will be payable prior to 31
March 2019.
Mark Dickinson will receive a pro rata share of the Initial
Consideration and any Earn-out Consideration due and payable.
7. Banking facilities
In order to fund the cash component of the Initial Consideration
and to provide additional financial flexibility for the Group,
Inspired has entered into New Banking Facilities with Santander.
Santander will provide the following facilities comprising of
GBP29.6 million and EUR7 million split as follows:
Currency Term Facility provided (million) Nature of facility
Facility A GBP 5 years GBP6.3 Amortising term loan
Facility C GBP 5.5 years GBP8.3 Bullet term loan
Facility D GBP 5 years GBP2.5 Revolving credit facility
Facility E GBP From 30 months to 5 years following
completion of the Acquisition GBP12.5 Acquisition facility
Total GBP29.6
Facility B Euro 5 years EUR7.0 Amortising term loan
Facilities A, B and C will be drawn down immediately prior to
completion of the Acquisition, with facilities D and E remaining
undrawn. The New Banking Facilities have covenants that will be
tested on a quarterly basis relating to interest cover, debt to
EBITDA and debt service cover.
8. Details of the Placing and use of proceeds
The Placing will raise, in aggregate, up to GBP9.0 million
(before commissions and expenses) through the conditional placing
of the Placing Shares at a price of 14.5 pence per share with
institutional and other investors.
The Firm Placing Shares are being placed pursuant to existing
authorities granted to the Directors at the Company's annual
general meeting held on 20 June 2017 while the Conditional Placing
Shares are being placed conditional, inter alia, on the passing of
the certain of the Resolutions at the GM.
The Placing Shares, when issued and assuming the maximum placing
raising GBP9.0 million (gross), would represent approximately 11.2
per cent. of the Enlarged Share Capital immediately following
Second Admission. The Placing Shares will rank in full for all
dividends with a record date on or after the date of Admission and
otherwise equally with the Ordinary Shares in issue from the date
of Admission.
The Firm Placing (which is not being underwritten) is
conditional, inter alia, upon:
(a) the Placing Agreement becoming unconditional in all respects
as regards the Firm Placing (save for First Admission occurring)
and not having been terminated in accordance with its terms prior
to First Admission; and
(b) Admission of the Firm Placing Shares becoming effective on
or before 8.00 a.m. on 4 July 2017 or such later date as the
Company, Shore Capital and Panmure Gordon may agree, being no later
than 8.00 a.m. on 10 July 2017.
The Conditional Placing (which is not being underwritten) is
conditional, inter alia, upon:
(a) the Placing Agreement becoming unconditional in all respects
as regards the Conditional Placing (save for Second Admission
occurring) and not having been terminated in accordance with its
terms prior to Second Admission;
(b) Resolutions 2 and 3 being passed at the General Meeting; and
(c) Admission of the Conditional Placing Shares becoming
effective on or before 8.00 a.m. on 18 July 2017 or such later date
as the Company, Shore Capital and Panmure Gordon may agree, being
no later than 8.00 a.m. on 31 July 2017.
8.1. The Placing Agreement
Pursuant to the terms of the Placing Agreement, the Brokers have
conditionally agreed to use their reasonable endeavours, as agents
for the Company, to procure subscribers for the Placing Shares at
the Placing Price with certain institutional and other
investors.
The Placing Agreement contains warranties from the Company in
favour of the Brokers in relation to, inter alia, matters relating
to the Group and its business. In addition, the Company has agreed
to indemnify Shore Capital and Panmure Gordon in relation to
certain liabilities they may incur in respect of the Placing. The
Brokers have the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a material breach of the warranties given in the Placing
Agreement, the failure of the Company to comply in any material
respect with its obligations under the Placing Agreement, the
occurrence of a force majeure event which in the Brokers' opinion
may be material and adverse to the Company or the Placing, or a
material adverse change affecting the financial position or
business or prospects of the Company.
8.2. Settlement and dealings
Application will be made to the London Stock Exchange for the
Firm Placing Shares to be admitted to trading on AIM. It is
expected that First Admission will become effective and that
dealings in the Firm Placing Shares will commence on 4 July
2017.
Application will be made to the London Stock Exchange for the
Conditional Placing Shares to be admitted to trading on AIM. It is
expected that Second Admission will become effective and that
dealings in the Conditional Placing Shares will commence on 18 July
2017, subject to the passing of the Resolutions 2 and 3 at the
GM.
The Placing Shares being issued pursuant to the Placing will, on
Admission, rank in full for all dividends and other distributions
declared, made or paid on the Ordinary Shares after Admission and
will otherwise rank pari passu in all respects with the issued
Ordinary Shares.
8.3. Use of proceeds
The Company intends to use the net proceeds of the Firm Placing
for the Company's funding requirements with respect to the Initial
Consideration in relation to the Acquisition. The Company may use
the net proceeds of the Conditional Placing to either partly
satisfy the Initial Consideration or to de-lever the business in
advance of the identification of appropriate acquisition
opportunities.
9. Substantial property transaction under the Act
Sections 190 and 191 of the Act require that any substantial
property transaction with a director of the Company must be
approved in advance by shareholders at a general meeting of the
Company. A substantial property transaction is defined, inter alia,
as one that is in excess of GBP100,000.
Mark Dickinson, Chief Operating Officer of Inspired, has a
beneficial interest in a 4.5 per cent. shareholding in Horizon and
is a director of Horizon. He will receive a pro rata share of the
Initial Consideration and any Earn-out Consideration due and
payable as a result of the Acquisition. The Initial Consideration
that Mark Dickinson is due to receive is c.EUR405,000.
The Resolution numbered 1 is an ordinary resolution that
therefore seeks shareholder approval for Mark Dickinson to receive
his pro rata share of the Initial Consideration and any Earn-out
Consideration due and payable as a result of the Acquisition.
10. Irrevocable undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from the Independent Directors and
certain Shareholders who hold, or are interested in, an aggregate
of 296,425,252 Existing Ordinary Shares, representing approximately
60.4 per cent. of the Company's current issued share capital.
STATISTICS RELATING TO THE ACQUISITION AND PLACING
Number of Existing Ordinary Shares 490,632,608
Firm Placing Shares 24,241,920
Issued share capital of the Company on First Admission 514,874,528
Conditional Placing Shares 37,827,046
Enlarged Share Capital on Second Admission 552,701,574
Placing Price 14.5p
Placing Shares expressed as a percentage of the Enlarged
Share Capital on Second Admission 11.2%
Gross proceeds of the Placing receivable by the Company GBP9.0 million
consisting of:
Gross proceeds of the Firm Placing receivable by the c.GBP3.5
Company million
Gross proceeds of the Conditional Placing receivable c.GBP5.5
by the Company million
Market capitalisation of the Company at the Placing GBP80.1 million
Price on Second Admission
Definitions
"Acquisition" the proposed acquisition by Inspired of 90 per
cent. of the issued share capital of Horizon
Energy Group Limited pursuant to the Acquisition
Agreement;
"Acquisition Agreement" the conditional agreement dated 29 June 2017
between (1) the Vendors and (2) Inspired;
"Act" the Companies Act 2006;
"Admission" First Admission and/or Second Admission, as the
context requires;
"AIM" the AIM Market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time;
"Ballyfouloo" Ballyfouloo Limited, a company incorporated under
the laws of Ireland, registration number IE531647;
"Bank" or "Santander" Santander UK plc;
"Banking Facilities" the new banking facilities entered into between
Santander and Inspired, further described in
paragraph 7;
"Brokers" Shore Capital and Panmure Gordon;
"Business Day" a day between Monday and Friday, inclusive, on
which clearing banks are open in the City of
London;
"Company" or "Inspired" Inspired Energy PLC, a company incorporated and
registered in England and Wales with registered
number 07639760;
"Conditional Placing" the placing of the Conditional Placing Shares
pursuant to the Placing, conditional, inter alia,
on the passing of Resolutions 2 and 3 at the
GM;
"Conditional Placing 37,827,046 Placing Shares;
Shares"
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is
the operator (as defined in those regulations);
"CREST Manual" the CREST reference manual available from https://www.euroclear.com/site/public/EUI;
"CREST Regulations" the Uncertificated Securities Regulations 2001
(S.I. 2001 No. 3755);
"Directors" or "Board" the directors of the Company;
"Earn-out Consideration as defined in paragraph 6.2;
"Enlarged Group" the Group as enlarged by the Acquisition;
"Enlarged Share the issued ordinary share capital of the Company
Capital" as enlarged by the Placing Shares;
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST;
"Existing Ordinary the 490,632,608 ordinary shares of 0.125 pence
Shares" each in the capital of the Company in issue at
the date of this announcement;
"FCA" the UK Financial Conduct Authority;
"Firm Placing" the placing of the Firm Placing Shares pursuant
to the Placing;
"Firm Placing Shares" 24,241,920 Placing Shares;
"First Admission" the admission of the Firm Placing Shares to trading
on AIM and such admission becoming effective
in accordance with the AIM Rules;
"Form of Proxy" the form of proxy for use in connection with
the General Meeting;
"FSMA" the Financial Services and Markets Act 2000;
"GAAP" Generally Accepted Accounting Principles;
"General Meeting" the general meeting of the Company to be held
or "GM" at Gateley Plc, Ship Canal House, 98 King St,
Manchester M2 4WU on 17 July 2017 at 10.00 a.m;
"Group" the Company and its subsidiaries;
"Horizon" or "HEG" Horizon Energy Group Limited, a company incorporated
under the laws of Ireland, registration number
IE452021;
"IFRS" International Financial Reporting Standards;
"Independent Directors" Michael Fletcher, Janet Thornton, Paul Connor,
Matthew Thornton, David Foreman and Richard Logan
"Initial Consideration" the EUR9 million due on completion of the Acquisition;
"Ireland" the Republic of Ireland;
"London Stock Exchange" the London Stock Exchange plc;
"Notice of General the notice convening the General Meeting;
Meeting"
"OGP" the Office of Government Procurement of Ireland;
"Option Agreement" the conditional agreement will be executed at
completion of the Acquisition between (1) Colin
Barry, (2) Ballyfouloo and (3) Inspired, further
described in paragraph 6;
"Option Consideration" the EUR1 million due on exercise of the Option
Agreement;
"Ordinary Shares" ordinary shares of 0.125 pence each in the capital
of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Panmure Gordon" Panmure Gordon (UK) Limited, the Company's joint
broker for the purposes of the AIM Rules;
"Placing" the Firm Placing and/or the Conditional Placing,
as the context requires;
"Placing Agreement" the conditional agreement dated 29 June 2017
and made between (1) SCC, (2) SCS, (3) Panmure
Gordon, and (4) the Company in relation to the
Placing;
"Placing Price" 14.5 pence per Placing Share;
"Placing Shares" the 62,068,966 new Ordinary Shares to be issued
and allotted by the Company pursuant to the Placing,
consisting of the Firm Placing Shares and/or
the Conditional Placing Shares, as the context
requires;
"Prospectus Rules" the prospectus rules made by the FCA pursuant
to section 73A of the FSMA;
"Registrars" Equiniti Limited;
"Resolutions" the resolutions set out in the Notice of General
Meeting;
"SCC" Shore Capital and Corporate Limited, the Company's
nominated adviser for the purposes of the AIM
Rules;
"SCS" Shore Capital Stockbrokers Limited, the Company's
joint broker for the purposes of the AIM Rules;
"Second Admission" the admission of the Conditional Placing Shares
to trading on AIM and such admission becoming
effective in accordance with the AIM Rules;
"Shareholders" holders of Existing Ordinary Shares;
"Shore Capital" SCC and/or SCS, as the context requires;
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland; and
"Vendors" Ballyfouloo, Colin Barry, Ewen Barry, Mark Dickinson
and John O'Driscoll.
Note: Any reference to any provision of any legislation includes
any amendment, modification, re-enactment or extension of it. Words
importing the singular include the plural and vice versa and words
importing the masculine gender shall include the feminine or neuter
gender.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF SECURITIES WILL BE MADE. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO
IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE CAPITAL
STOCKBROKERS LIMITED ("SHORE CAPITAL") AND/OR PANUMURE GORDON
LIMITED ("PANMURE" AND TOGETHER WITH SHORE CAPITAL, THE "JOINT
BOOKRUNNERS" AND EACH A "JOINT BOOKRUNNER") WHO ARE (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS
AMED (THE "PROSPECTIVE DIRECTIVE"), (B) IF IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE
"FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE
FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR (C)
OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
This announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States. The Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States absent registration except pursuant to an
exemption from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in
offshore transactions, as defined in, and in compliance with,
Regulation S under the Securities Act. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
Restricted Jurisdictions (as defined above) or any other
jurisdiction in which such offer or solicitation is or may be
unlawful. This announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Shore Capital or
Panmure or any of their respective directors, officers, partners,
agents, employees or affiliates that would permit an offer of the
Placing Shares or possession or distribution of this announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Any indication in this announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Shore Capital and Corporate Limited ("SCC"), which is authorised
and regulated by the FCA, is acting as nominated adviser to the
Company for the purposes of the AIM Rules. Shore Capital
Stockbrokers Limited ("SCS"), which is a member of the London Stock
Exchange and is authorised and regulated by the FCA, is acting as
joint broker to the Company in the United Kingdom for the purposes
of the AIM Rules. Persons receiving this document should note that
SCC and SCS are acting exclusively for the Company and no one else
and will not be responsible to anyone, other than the Company, for
providing the protections afforded to customers of SCC and SCS or
for advising any other person on the transactions and arrangements
described in this document. No representation or warranty, express
or implied, is made by SCC or SCS as to any of the contents of this
document in connection with the Acquisition and Placing, or
otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is a
member of the London Stock Exchange and is authorised and regulated
by the FCA, is acting as joint broker to the Company in the United
Kingdom for the purposes of the AIM Rules. Persons receiving this
document should note that Panmure Gordon is acting exclusively for
the Company and no one else and will not be responsible to anyone,
other than the Company, for providing the protections afforded to
customers of Panmure Gordon or for advising any other person on the
transactions and arrangements described in this document. No
representation or warranty, express or implied, is made by Panmure
Gordon as to any of the contents of this document in connection
with the Acquisition and Placing, or otherwise.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to subscribe for Placing Shares
is deemed to have read and understood this announcement in its
entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and
acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the
"Placing Agreement") with the Joint Bookrunners. Pursuant to the
Placing Agreement, the Joint Bookrunners have, subject to the terms
set out in such agreement, agreed to use reasonable endeavours, as
agents of the Company, to procure Placees for the Placing Shares
(the "Placing").
The Placing Shares will, when issued be subject to the articles
of association of the Company, be credited as fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares in the capital of the Company ("Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the
Firm Placing Shares to be admitted to trading on AIM ("First
Admission"). It is expected that First Admission will become
effective and that dealings in the Firm Placing Shares will
commence on 4 July 2017.
Application will be made to the London Stock Exchange for the
Conditional Placing Shares to be admitted to trading on AIM
("Second Admission" and, together with First Admission,
"Admission"). It is expected that Second Admission will become
effective and that dealings in the Conditional Placing Shares will
commence on 18 July 2017, subject to the passing of the Resolutions
2 and 3 which are set out within the Notice of GM.
Principal terms of the Placing
1. The Joint Bookrunners are acting as agents of the Company in
connection with the Placing on the terms and subject to the
conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
affiliates are entitled to participate in the Placing as
principal.
3. The price per Placing Share (the "Placing Price") is a fixed
price of 14.5 pence and is payable to the relevant Joint Bookrunner
(as agent for the Company) by all Placees.
4. Each Placee's allocation will be determined by the Joint
Bookrunners in their discretion following consultation with the
Company and will be confirmed orally by either Shore Capital or
Panmure Gordon and each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the relevant
Joint Bookrunner. The terms of this Appendix will be deemed
incorporated in that contract note.
5. Shore Capital or Panmure Gordon's oral confirmation of an
allocation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of such Joint Bookrunner and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it on
the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association.
Except with the relevant Joint Bookrunner's consent, such
commitment will not be capable of variation or revocation at the
time at which it is submitted.
6. Each Placee's allocation and commitment to subscribe for
Placing Shares 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 relevant
Joint Bookrunner's consent will not be capable of variation or
revocation after the time at which it is submitted.
7. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Shore Capital or Panmure Gordon (as
applicable), as agent for the Company, to pay to it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners 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 Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
11. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12. Whilst the Acquisition and the Conditional Placing are each
conditional upon, amongst other things, the passing of certain of
the Resolutions at the General Meeting, the Acquisition and Firm
Placing are not conditional upon approval of the Conditional
Placing and there is, therefore, a possibility that the Acquisition
may complete and the Firm Placing Shares might be issued but that
the Conditional Placing Shares will not be issued.
13. To the fullest extent permissible by law, neither: (a) the
Joint Bookrunners, (b) any of their affiliates, agents, directors,
officers, consultants or employees nor (c) to the extent not
contained within (a) or (b), any person connected with the Joint
Bookrunners as defined in FSMA ((b) and (c) being together
"Affiliates" and individually an "Affiliate" of the Joint
Bookrunners) shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Joint Bookrunner nor any of their affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of each Joint Bookrunner's
conduct of the Placing or of such alternative method of effecting
the Placing as the Joint Bookrunners and the Company may agree.
Nothing in this Appendix shall be effective to limit or exclude any
liability for fraud or which, by law or regulation, cannot
otherwise be so limited or excluded.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of each of the Joint Bookrunners under the
Placing Agreement are conditional, inter alia, on:
1. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in all material respects
and not misleading in any material respect on and as of the date of
the Placing Agreement and on First Admission or, as the case may
be, Second Admission, as though they had been given and made on
such date by reference to the facts and circumstances then
subsisting;
2. as at immediately prior to First Admission, the Acquisition
Agreement remaining in full force and effect and not having been
breached by any of the parties thereto and not having been
terminated and, prior to Second Admission, the Acquisition having
completed in accordance with the Acquisition Agreement;
3. the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to the First Admission and Second Admission, as the case may
be;
4. in respect of the Conditional Placing the passing of the
Resolutions 2 and 3 at the General Meeting, without any amendment
not approved by the Joint Bookrunners;
5. the Company delivering, by no later than 4.00 p.m. on the
dealing day immediately prior to the expected date of Admission
(but dated the day of such Admission), to the Joint Bookrunners a
certificate confirming, inter alia, that none of the warranties
given by the Company in the Placing Agreement was materially
untrue, inaccurate or misleading when made or would cease to be
materially true and accurate or would become materially misleading
were it to be repeated by reference to the facts and circumstances
subsisting on the date of the certificate;
6. the obligations of the Joint Bookrunners not having been
terminated pursuant to the Placing Agreement and the Placing
Agreement otherwise becoming unconditional;
7. the First Admission occurring not later than 8.00 a.m. on or
around 4 July 2017 or such later time as the Joint Bookrunners
(acting jointly) may agree in writing with the Company (but in any
event not later than 8.00 a.m. on 10 July 2017); and
8. the Second Admission occurring not later than 8.00 a.m. on or
around 18 July 2017 or such later time as the Joint Bookrunners
(acting jointly) may agree in writing with the Company (but in any
event not later than 8.00 a.m. on 31 July 2017).
If (a) any of the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement, waived by the Joint
Bookrunners) by the relevant time or date specified in the Placing
Agreement, or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. Neither of the Joint Bookrunners, the Company, nor any of
their respective Affiliates shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in
respect of the Placing generally.
The Joint Bookrunners may (acting jointly) waive compliance by
the Company with certain of the Company's obligations in relation
to the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments as set out in this
announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement", and will not be capable of rescission or
termination by the Placee.
Right to terminate under the Placing Agreement
The Joint Bookrunners may, at any time before Admission,
terminate their obligations under the Placing Agreement by giving
notice to the Company if, inter alia:
1. it comes to the knowledge of either Joint Bookrunner that any
of the warranties was untrue, inaccurate or misleading, in each
case, in any material respect when made on the date of the Placing
Agreement and/or that any of the warranties would be untrue,
inaccurate or misleading, in each case, in any material respect if
it were to be repeated immediately prior to Admission;
2. it comes to the notice of either Joint Bookrunner that any
statement contained in this announcement, or certain of the other
documents delivered in relation to the Placing, is or has become
untrue, incorrect or misleading in any material respect;
3. the Company is in material breach of its obligations under the Placing Agreement;
4. the London Stock Exchange, the FCA or any other agency in any
jurisdiction launches or threatens to launch an investigation into
the affairs of the Company and its group (as enlarged by the
Acquisition) or the trading of the Ordinary Shares;
5. there occurs a material adverse change in or an event having
a serious adverse effect on the financial or energy markets, or the
operations, properties, condition (financial or other), trading
position or prospects or results of operations or general affairs
of the Company and its group (as enlarged by the Acquisition) taken
as a whole, or the state of the financial markets in the UK or
elsewhere is such that in the opinion of either Joint Bookrunner
(acting in good faith) the Placing Shares cannot be placed
successfully; or
6. any one of a number of force majeure events specified in the Placing Agreement occurs.
By participating in the Placing, each Placee agrees with the
Joint Bookrunners that the exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Bookrunners and that neither of the Joint Bookrunners need make any
reference to the Placees in this regard and that, to the fullest
extent permitted by law, neither of the Joint Bookrunners shall
have any liability whatsoever to the Placees in connection with any
such exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required to be
published and Placees' commitments will be made solely on the basis
of the information contained in this announcement and any
information previously published by or on behalf of the Company by
notification to a Regulatory Information Service. Each Placee, by
accepting a participation in the Placing, agrees that the content
of this announcement is exclusively the responsibility of the
Company and confirms to the Joint Bookrunners and the Company that
it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of the
Joint Bookrunners (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
trade confirmation referred to below), any of their respective
Affiliates, any persons acting on its behalf or the Company and
neither of the Joint Bookrunners nor any of their respective
Affiliates, any persons acting on their behalf, nor the Company
will be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons).
By participating in the Placing, each Placee acknowledges to and
agrees with the Joint Bookrunners for themselves and as agent for
the Company that, except in relation to the information contained
in this announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B5TZC716) following Admission will take place within the CREST
system, subject to certain exceptions. The Joint Bookrunners
reserve the right to require settlement for and delivery of the
Placing Shares to Placees by such other means that they deem
necessary, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this
announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the relevant Joint Bookrunner and settlement instructions.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the fullest
extent permitted under its articles of association or otherwise by
law and to the extent that such Placee then has any interest in or
rights in respect of any such Placing Shares; (iii) the Company or
the Joint Bookrunners may sell (and each of them is irrevocably
authorised by such Placee to do so) all or any of such Placing
Shares on such Placee's behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
the Joint Bookrunners (a) 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, (b) any amount required to
cover any stamp duty or stamp duty reserve tax (together with any
interest or penalties) arising on the sale of such Placing Shares
on such Placee's behalf, and (c) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred
by it in respect of such sale; and (iv) such Placee shall remain
liable to the Company and to the Joint Bookrunners (as applicable)
for the full amount of any losses and of any costs which it may
suffer or incur as a result of it (a) not receiving payment in full
for such Placing Shares by the required time, and/or (b) 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.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Joint Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms of this announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Joint Bookrunners, their respective
Affiliates and any person acting on their behalf from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this announcement and further agrees that the
provisions of this announcement shall survive after completion of
the Placing;
4. acknowledges that the Placing Shares will be admitted to
trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules for Companies, 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 the Company's announcements
and circulars published in the past 12 months and the Company's
admission document (collectively, the "Exchange Information"), and
that it is able to obtain or access such information without undue
difficulty and has read and understood the Exchange
Information;
5. acknowledges that neither of the Joint Bookrunners, nor any
of their respective Affiliates nor any person acting on their
behalf has provided, and will not provide it with any material or
information regarding the Placing Shares or the Company; nor has it
requested either of the Joint Bookrunners, nor any of their
respective Affiliates nor any person acting on their behalf to
provide it with any such material or information;
6. acknowledges that the content of this announcement is
exclusively the responsibility of the Company and that neither of
the Joint Bookrunners, nor any of their respective Affiliates nor
any person acting on their behalf will be responsible for or shall
have any liability for any information, representation or statement
relating to the Company contained in this announcement or any
information previously published by or on behalf of the Company and
neither of the Joint Bookrunners, nor any of their respective
Affiliates nor any person acting on their behalf will be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing to subscribe
for the Placing Shares is contained in this announcement and any
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has relied on its own investigation with respect
to the Placing Shares and the Company in connection with its
decision to subscribe for the Placing Shares and acknowledges that
it is not relying on any investigation that either of the Joint
Bookrunners, any of their respective Affiliates or any person
acting on their behalf may have conducted with respect to the
Placing Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
7. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for 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 had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and 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;
8. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting its invitation to participate in the
Placing;
9. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by either of the Joint Bookrunners, their respective Affiliates or
any person acting on their or any of their respective Affiliates'
behalf and understands that (i) neither of the Joint Bookrunners,
nor any of their respective Affiliates nor any person acting on
their behalf has or shall have any liability for public information
or any representation; (ii) neither of the Joint Bookrunners, nor
any of their respective Affiliates, nor any person acting on their
behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this announcement
or otherwise; and that (iii) neither of the Joint Bookrunners, nor
any of their respective Affiliates, nor any person acting on their
behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information, whether
at the date of publication, the date of this announcement or
otherwise;
10. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may
result in the Company, either of the Joint Bookrunners, any of
their respective Affiliates or any person acting on their behalf
being in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing;
11. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired in
"offshore transactions" as defined in and pursuant to Regulation S
under the Securities Act or in transactions exempt from or not
subject to the registration requirements of the Securities Act;
12. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities
Act;
13. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
14. understands that upon the initial issuance of, and until
such time as the same is no longer required under the Securities
Act or applicable securities laws of any state or other
jurisdiction of the United States, any certificates representing
the Placing Shares (to the extent such Placing Shares are in
certificated form), and all certificates issued in exchange
therefore or in substitution thereof, shall bear a legend setting
out the restrictions relating to the transfer of the certificated
security including with respect to restrictions relating to the
United States federal securities laws;
15. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the EU
Prospectus Directive, the Placing Shares purchased 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 member state of the European Economic Area which
has implemented the EU Prospectus Directive other than "qualified
investors" as defined in Article 2.1(e) of the EU Prospectus
Directive, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale;
16. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area except in circumstances
falling within Article 3(2) of the EU Prospectus Directive which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the EU Prospectus Directive;
17. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
18. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from, or otherwise
involving the United Kingdom;
19. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, the EU Market Abuse
Regulation (2014/596/EU), the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-terrorism Crime and Security Act 2001, the Money Laundering
Regulations (2007) (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
20. if in the United Kingdom, represents and warrants that it is
a person falling within (a) Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
21. if in the United Kingdom, represents and warrants that it is
a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the EU
Prospectus Directive, acting as principal or in circumstances to
which section 86(2) of FSMA applies;
22. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers; undertakes that
it (and any person acting on its behalf) will pay for the Placing
Shares acquired by it in accordance with this announcement on the
due time and date set out in this announcement or any trade
confirmation issued pursuant to this announcement against delivery
of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as either the Joint
Bookrunners or the Company may, in their absolute discretion,
determine 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 costs, commissions, 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;
23. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it
warrants that it has received such information within the marketing
soundings regime provided for in article 11 of Regulation (EU) No.
596/2014 on market abuse (as amended) and associated delegated
regulations and has not: (a) dealt in the securities of the
Company; (b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any
person, prior to the information being made publicly available;
24. acknowledges that neither of the Joint Bookrunners, nor any
of their Affiliates nor any person acting on their behalf is making
any recommendations to it or advising it regarding the suitability
or merits of any transaction it may enter into in connection with
the Placing, and acknowledges that neither of the Joint
Bookrunners, nor any of their Affiliates nor any person acting on
their behalf has any duties or responsibilities to it for providing
advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of the Joint Bookrunners' rights and obligations thereunder,
including any right to waive or vary any condition or exercise any
termination right contained therein;
25. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither of
the Joint Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement and (iii) the Placee and any
person acting on its behalf agrees to acquire the Placing Shares on
the basis that the Placing Shares will be issued to the CREST stock
account of the relevant Joint Bookrunner which will hold them as
settlement agent as nominee for the Placee until settlement in
accordance with its standing settlement instructions with payment
for the Placing Shares being made simultaneously upon receipt of
the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
26. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
27. acknowledges that it irrevocably appoints any director of
the relevant Joint Bookrunner as its agent for the purposes 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 agreed to be taken up by it
under the Placing;
28. represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
29. represents and warrants that any person who confirms to
either Joint Bookrunner on behalf of a Placee an agreement to
subscribe for Placing Shares and/or who authorises either Joint
Bookrunner to notify the Placee's name to the Company's registrar,
has authority to do so on behalf of the Placee;
30. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor either of the Joint
Bookrunners will be responsible. If this is the case, the Placee
should take its own advice and notify the Joint Bookrunners
accordingly;
31. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
announcement (including this Appendix);
32. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with the relevant Joint Bookrunner,
any money held in an account with the relevant Joint 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 relevant rules and regulations of the FCA. 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 relevant Joint Bookrunner money in
accordance with the client money rules and will be used by the
relevant Joint Bookrunner in the course of its business; and the
Placee will rank only as a general creditor of the relevant Joint
Bookrunner (as the case may be);
33. acknowledges and understands that the Company, the Joint
Bookrunners, and others will rely upon the truth and accuracy of
the foregoing representations, warranties, agreements, undertakings
and acknowledgements;
34. acknowledges and understands that whilst the Acquisition and
the Conditional Placing are each conditional upon, amongst other
things, the passing of certain of the Resolutions at the General
Meeting, the Acquisition and Firm Placing are not conditional upon
approval of the Conditional Placing and there is, therefore, a
possibility that the Acquisition may complete and the Firm Placing
Shares might be issued but that the Conditional Placing Shares will
not be issued;
35. acknowledges that the basis of allocation will be determined
by the Joint Bookrunners at their absolute discretion in
consultation with the Company. The right is reserved to reject in
whole or in part and/or scale back any participation in the
Placing;
36. irrevocably authorises the Company and the Joint Bookrunners
to produce this announcement pursuant to, in connection with, or as
maybe required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth in this announcement; and
37. that its commitment to subscribe for Placing Shares on the
terms set out in this announcement will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Joint Bookrunners (for their own benefit and, where
relevant, the benefit of their respective Affiliates and any person
acting on their behalf) and are irrevocable.
No claim shall be made against the Company, the Joint
Bookrunners, their respective Affiliates or any other person acting
on behalf of any of such persons by a Placee to recover any damage,
cost, charge or expense which it may suffer or incur by reason of
or arising from the carrying out by it of the work to be done by it
pursuant to this announcement or the performance of its obligations
pursuant to this announcement or otherwise in connection with the
Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless the Company
and the Joint Bookrunners in the event that any of the Company
and/or either of the Joint Bookrunners has incurred any such
liability to stamp duty or stamp duty reserve tax.
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 UK 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.
All times and dates in this announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners or any of their
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Joint Bookrunners 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.
Each Placee may be asked to disclose in writing or orally to
either of the Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQFPMTTMBJTTTR
(END) Dow Jones Newswires
June 29, 2017 02:01 ET (06:01 GMT)
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