TIDMKAPE
RNS Number : 2382Z
Kape Technologies PLC
13 September 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA ("HONG KONG") OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, HONG KONG OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION .
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU. IN
ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
13 September 2022
Kape Technologies plc
("Kape", the "Group" or the "Company")
Proposed Placing to raise US$110m to US$200m
Retail Offer via PrimaryBid
Kape (AIM: KAPE), the digital privacy and security software
business, announces that it intends to raise gross proceeds of
US$110 million to US$200 million by means of a placing to
institutional investors (the "Placing"), and an offer to retail
investors via the PrimaryBid platform (the "Retail Offer"),
(together the Placing and the Retail Offer are the
"Fundraising").
-- Proposed Placing to raise gross proceeds of US$110 million to
US$200 million at 265 pence per share (the "Placing Price") via the
issue of new ordinary shares of US$0.0001 each (the "Placing
Shares"). The Placing Price represents a discount of 4.6 per cent.
to the 30-day volume weighted average price of the Company's shares
to 12 September 2022.
-- The Placing will be conducted by way of a bookbuild (the
"Bookbuild") which will be launched immediately following the
release of this announcement. It is envisaged that the Bookbuild
will close no later than 6.00 p.m. BST on Thursday 15 September
2022.
-- Unikmind has agreed to subscribe in the Placing for
35,478,149 Placing Shares at the Placing Price (equivalent to c.
US$110 million at the Placing Price).
-- In addition to the Placing, retail investors will be offered
the opportunity to participate in the Fundraising through the
PrimaryBid platform pursuant to the Retail Offer. A separate
announcement will be made by the Company regarding the Retail
Offer. It is anticipated that the Retail Offer will open tomorrow,
Wednesday 14 September 2022.
Reasons for the Fundraising
-- Kape has grown both organically and via acquisitions,
deploying over US$1.25 billion of capital, successfully executing
seven acquisitions over the last five years, to become a leading
player in the fast-growing digital privacy market.
-- With global scale, and a track record of successfully
integrating and growing businesses acquired, the Directors believe
Kape has significant opportunities to partner with other businesses
operating in the digital privacy market who can benefit from Kape's
technology and leading market position.
-- Ongoing turbulent global market conditions have given rise to
a number of highly attractive potential acquisition opportunities
at compelling valuations which Kape believes could enhance the
Group's offering.
-- The Director's believe that the Fundraising, together with
the Group's strong free cash flow generation and existing debt
facilities of US$200 million, will significantly enhance Kape's
ability to accelerate its growth through acquisitions.
Kape has a proven M&A track record of successful
integration
-- Successfully executed and integrated seven acquisitions, enhancing earnings
-- Deployed over US$1.25 billion on M&A in five years
-- Recent integration of ExpressVPN, acquired in December 2021,
represents a significant milestone, creating a global privacy
platform
-- Through a series of acquisitions, Kape has created one of the
largest privacy players in a growing global market:
o Substantial customer base and strong operations
o Profitable and cash generative
o Double digit organic growth
o Premium brands
Kape actively seeking to further expand both market and product
reach
-- Expand SaaS customer reach, broaden current suite of products
and accelerate go-to market strategy
-- Strengthening the Group's balance sheet to fuel additional growth
Currently evaluating a significant pipeline of M&A
opportunities
-- Favourable market conditions for deal flow
-- Buy and build strategy is central to Kape's growth strategy
Details of the Placing
Proposed Placing to raise gross proceeds of US$110 million to
US$200 million at the Placing Price. The Placing Price represents a
discount of 4.6 per cent. to the 30-day volume weighted average
price of the Company's shares to 12 September 2022. The Placing
will be conducted by way of the Bookbuild which will be launched
with immediate effect following this Announcement in accordance
with the terms and conditions set out in Appendix I. The Placing
Shares are not being made available to the public under the
Placing. It is envisaged that the Bookbuild will close no later
than 6.00 p.m. BST on Thursday 15 September 2022. The results of
the Placing will be announced as soon as practicable after the
closing of the Bookbuild. The Placing is not underwritten.
The Company's majority shareholder, Unikmind Holdings Limited
("Unikmind"), has entered into an undertaking in favour of the
Company (the "Subscription Agreement") in which it has agreed to
subscribe in the Placing for 35,478,149 Placing Shares at the
Placing Price (equivalent to c. US$110 million at the Placing Price
based upon an exchange rate of US$ 1.17:GBP1.00 ).
In conjunction with the Placing, the Retail Offer will be made
by the Company on the PrimaryBid platform at the Placing Price. It
is anticipated that the Retail Offer will open tomorrow, Wednesday
14 September 2022.
In the event of excess demand, the Company reserves the right to
increase the size of the Placing in its sole discretion.
Certain of the Company's directors, and certain members of Kape
staff, have communicated their intention to participate in the
Placing.
Shore Capital Stockbrokers Limited ("Shore Capital") and Stifel
Nicolaus Europe Limited ("Stifel") are acting as joint bookrunners
in respect of the Placing. Barak Capital Underwriting Ltd ("Barak")
is acting as placing agent in Israel in respect of the Placing.
To bid in the Bookbuild, Placees (as defined below) should
communicate their bid by telephone or in writing to their usual
sales contact at Shore Capital or Stifel, or at Barak for eligible
persons based in Israel.
Planned Retail Offer
In conjunction with the Placing, the planned Retail Offer will
provide both new and existing retail investors with an opportunity
to participate in the Fundraising alongside institutional
investors. A separate announcement will be made regarding the
Retail Offer and its terms. It is anticipated that the Retail Offer
will open tomorrow, Wednesday 14 September 2022. For the avoidance
of doubt, the Retail Offer is not part of the Placing.
General Meeting
The Company's existing share issuance authorities, reflecting
customary general annual authority limits, are insufficient to
allow the issue of the number of shares which, at the Placing
Price, is required for the Placing and the Retail Offer to raise
the minimum gross proceeds of US$110 million. A General Meeting
will therefore be convened to seek shareholders' approval to the
allotment and issue of such shares. It is currently anticipated
that the General Meeting will be convened for 5 October 2022, and
it is anticipated that a circular (containing a notice of general
meeting) will be issued on or around 16 September 2022.
Admission of Shares
Application will be made for the Placing Shares and those shares
to be issued pursuant to the Retail Offer (together the
"Fundraising Shares") to be admitted to trading on the AIM market
of London Stock Exchange plc ("Admission"). The Placing and Retail
Offer are conditional upon, inter alia, approval of shareholders
being received at the General Meeting to the allotment and issue of
the Fundraising Shares, Admission becoming effective and the
placing agreement between the Company, Shore Capital, Stifel and
Barak not having been terminated. The Fundraising Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the Company's existing issued ordinary shares of
US$0.0001 each ("Ordinary Shares").
Related Party Transaction
Unikmind has entered into the Subscription Agreement in favour
of the Company, details of which are set out above. No underwriting
or other fees are payable to Unikmind under the Subscription
Agreement.
Unikmind, as a substantial shareholder in the Company, is a
related party, and the entering into of the Subscription Agreement
and Unikmind's associated participation in the Placing are related
party transactions under Rule 13 of the AIM Rules for Companies
(the "AIM Rules"). The independent directors of Kape (in this
instance being Don Elgie, Ido Erlichman, Oded Baskind, David
Cotterell and Martin Blair) consider, having consulted with the
Company's nominated adviser, Shore Capital and Corporate Limited,
that the terms of the Subscription Agreement and Unikmind's
associated participation in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital (Nominated Adviser , Broker
& Joint Bookrunner ) +44 (0)20 7408
Toby Gibbs / Mark Percy / James Thomas 4090
Stifel Nicolaus Europe Limited (Joint Broker
& Joint Bookrunner )
Alex Price / Brad Topchik / Alain Dobkin / +44 (0) 20 7710
Richard Short 7600
Barak Capital (Placing Agent (Israel))
Tzvika Manes +972 74 7100 700
Vigo Consulting (Financial Public Relations)
Jeremy Garcia /Kendall Hill +44 (0)20 7390
kape@vigoconsulting.com 0237
About Kape
Kape is a leading 'privacy-first' digital security software
provider to consumers. Through its range of privacy and security
products, Kape focuses on protecting consumers and their personal
data as they go about their daily digital lives.
Kape has c.7 million paying subscribers, supported by a team of
over 1,000 people across ten locations worldwide. Kape has a proven
track record of revenue and EBITDA growth, underpinned by a strong
business model which leverages our digital marketing expertise.
Through its subscription-based platform, Kape has fast
established a highly scalable SaaS-based operating model, geared
towards capitalising on the vast global consumer digital privacy
market.
www.kape.com
Twitter LinkedIn
IMPORTANT NOTICES
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
US SECURITIES LAW
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
APPIX I
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA ("HONG KONG") OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO
ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY
RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "EU
PROSPECTUS REGULATION"); AND (B) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE
OF THE EU (WITHDRAWAL ACT) 2018 (THE "UK PROSPECTUS REGULATION")
AND WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND IN EACH CASE
HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY A JOINT
BOOKRUNNER; AND (C) IF IN HONG KONG, PERSONS WHO ARE A PROFESSIONAL
INVESTOR AS DEFINED IN THE SECURITEIS AND FUTURES ORDINANCE (CAP.
571 OF THE LAWS OF HONG KONG) (THE "SECURITIES AND FUTURES
ORDINANCE") AND RULES MADE THEREUNDER (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT QUALIFIED INVESTORS (IN ANY MEMBER STATE OF THE
EEA) OR RELEVANT PERSONS (IN THE UNITED KINGDOM). ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO QUALIFIED
INVESTORS (IN ANY MEMBER STATE OF THE EEA) OR RELEVANT PERSONS (IN
THE UNITED KINGDOM) AND WILL BE ENGAGED IN ONLY WITH QUALIFIED
INVESTORS (IN ANY MEMBER STATE OF THE EEA) OR RELEVANT PERSONS (IN
THE UNITED KINGDOM).
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE
APPICES) COMES ARE REQUIRED BY THE COMPANY, SHORE CAPITAL, STIFEL
AND BARAK TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES OF AMERICA.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF, OR THE
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, ORDINARY SHARES
TO ANY PERSON TO WHOM, OR IN ANY JURISDICTION IN WHICH, SUCH OFFER
OR SOLICITATION IS UNLAWFUL AND IS NOT FOR DISTRIBUTION IN OR INTO
AUSTRALIA. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER ANY APPLICABLE SECURITIES LAWS OF AUSTRALIA.
SUBJECT TO CERTAIN EXCEPTIONS, THE ORDINARY SHARES MAY NOT BE
OFFERED FOR SALE OR SUBSCRIPTION, OR SOLD OR SUBSCRIBED, DIRECTLY
OR INDIRECTLY, WITHIN AUSTRALIA OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA.
NO PLACEMENT DOCUMENT, PROSPECTUS, PRODUCT DISCLOSURE STATEMENT
OR OTHER DISCLOSURE DOCUMENT HAS BEEN LODGED WITH THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMISSION ("ASIC") IN RELATION TO THE
OFFERING. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS, PRODUCT
DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT UNDER THE
CORPORATIONS ACT 2001 (THE "CORPORATIONS ACT") AND DOES NOT PURPORT
TO INCLUDE THE INFORMATION REQUIRED FOR A PROSPECTUS, PRODUCT
DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT UNDER THE
CORPORATIONS ACT. TO THE EXTENT THIS DOCUMENT IS DISTRIBUTED IN
AUSTRALIA, IT IS DISTRIBUTED FOR INFORMATION PURPOSES ONLY.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR AN
INVITATION TO SUBSCRIBE FOR, OR SOLICITATION OF AN OFFER TO
SUBSCRIBE FOR OR BUY, ORDINARY SHARES TO ANY PERSON IN AUSTRALIA.
ANY OFFER IN AUSTRALIA OF THE ORDINARY SHARES MAY ONLY BE MADE TO
PERSONS (THE "EXEMPT INVESTORS") WHO ARE "SOPHISTICATED INVESTORS"
(WITHIN THE MEANING OF SECTION 708(8) OF THE CORPORATIONS ACT),
"PROFESSIONAL INVESTORS" (WITHIN THE MEANING OF SECTION 708(11) OF
THE CORPORATIONS ACT) OR OTHERWISE PURSUANT TO ONE OR MORE
EXCEPTIONS CONTAINED IN SECTION 708 OF THE CORPORATIONS ACT SO THAT
IT IS LAWFUL TO OFFER THE ORDINARY SHARES WITHOUT DISCLOSURE TO
INVESTORS UNDER CHAPTER 6D OF THE CORPORATIONS ACT.
THE ORDINARY SHARES APPLIED FOR BY EXEMPT INVESTORS IN AUSTRALIA
MUST NOT BE OFFERED FOR SALE IN AUSTRALIA FOR A PERIOD OF 12 MONTHS
AFTER THE DATE OF ALLOTMENT UNDER THE PLACING, EXCEPT IN
CIRCUMSTANCES WHERE DISCLOSURE TO INVESTORS UNDER CHAPTER 6D OF THE
CORPORATIONS ACT WOULD NOT BE REQUIRED PURSUANT TO AN EXEMPTION
UNDER SECTION 708 OF THE CORPORATIONS ACT OR OTHERWISE OR WHERE THE
OFFER IS PURSUANT TO A DISCLOSURE DOCUMENT WHICH COMPLIES WITH
CHAPTER 6D OF THE CORPORATIONS ACT. ANY PERSON ACQUIRING ORDINARY
SHARES MUST OBSERVE SUCH AUSTRALIAN ON-SALE RESTRICTIONS.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE OFFERED TO
INVESTORS IN SWITZERLAND UNDER AN EXEMPTION TO PREPARE AND PUBLISH
A PROSPECTUS PURSUANT TO THE SWISS FINANCIAL SERVICES ACT
("FINSA"), BECAUSE THE SECURITIES ARE ONLY OFFERED TO PROFESSIONAL
INVESTORS AS DEFINED UNDER FINSA AND BECAUSE SUCH SECURITIES WILL
NOT BE ADMITTED TO TRADING ON ANY TRADING VENUE IN SWITZERLAND.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO
FINSA AND NO SUCH PROSPECTUS HAS BEEN OR WILL BE PREPARED FOR OR IN
CONNECTION WITH THE OFFERING OF THE SECURITIES.
MEMBERS OF THE GENERAL PUBLIC IN ISRAEL ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES
TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED TO PERSONS
IN ISRAEL WHO ARE LISTED IN THE FIRST SCHEDULE OF THE ISRAELI
SECURITIES LAW - 1968 ("RELEVANT ISRAELI PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT SUCH RELEVANT ISRAELI
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE IN ISRAEL ONLY TO AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT ISRAELI PERSONS.
THIS ANNOUNCEMENT HAS NOT BEEN REVIEWED BY ANY REGULATORY
AUTHORITY IN HONG KONG AND IT HAS NOT BEEN, AND WILL NOT BE,
REGISTERED AS A PROSPECTUS UNDER THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG
KONG, THE "CWUMPO"), NOR HAS IT BEEN AUTHORISED BY THE SECURITIES
AND FUTURES COMMISSION PURSUANT TO THE SECURITIES AND FUTURES
ORDINANCE. ACCORDINGLY, THE PLACING SHARES HAVE NOT BEEN AND WILL
NOT BE OFFERED OR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT OTHER
THAN (I) TO 'PROFESSIONAL INVESTORS' (AS DEFINED IN THE SECURITIES
AND FUTURES ORDINANCE AND RULES MADE THEREUNDER) OR (II) IN OTHER
CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A
'PROSPECTUS' AS DEFINED IN THE CWUMPO OR WHICH DO NOT CONSTITUTE AN
OFFER TO THE PUBLIC WITHIN THE MEANING OF THE CWUMPO. NO
ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE PLACING
SHARES HAS BEEN OR WILL BE ISSUED, OR HAS BEEN OR WILL BE IN THE
POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE, IN HONG KONG OR
ELSEWHERE THAT IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY
TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF
PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER
THAN WITH RESPECT TO PLACING SHARES THAT ARE OR ARE INTED TO BE
DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO
PROFESSIONAL INVESTORS (AS DEFINED IN THE SECURITIES AND FUTURES
ORDINANCE AND RULES MADE THEREUNDER). NO PERSON TO WHOM PLACING
SHARES ARE ISSUED MAY SELL, OR OFFER TO SELL, SUCH PLACING SHARES
IN CIRCUMSTANCES THAT AMOUNT TO AN OFFER TO THE PUBLIC IN HONG KONG
WITHIN SIX MONTHS FOLLOWING THE DATE OF ISSUE OF SUCH PLACING
SHARES.
THIS DOCUMENT 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 IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL
AND, IN PARTICULAR, IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR
OTHERWISE TRANSMITTED IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES OR POSSESSIONS, SUBJECT TO CERTAIN LIMITED EXCEPTIONS.
THIS DOCUMENT IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR
OTHERWISE TRANSMITTED IN OR INTO AUSTRALIA AND ITS RESPECTIVE
TERRITORIES AND POSSESSIONS (TOGETHER, THE "PROHIBITED TERRITORY")
OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE PROHIBITED TERRITORY
OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER
COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR
TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY
REQUIREMENT. NO ACTION HAS BEEN TAKEN BY SHORE CAPITAL, STIFEL,
BARAK, THE COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES THAT
WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR
DISTRIBUTION OF THIS DOCUMENT OR ANY OTHER PUBLICITY MATERIAL
RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED. PERSONS RECEIVING THIS DOCUMENT ARE
REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Japanese Ministry of Finance or the South African
Reserve Bank; and the Placing Shares have not been, nor will they
be, registered under or offered in compliance with the securities
laws of any state, province or territory of Canada, Japan, New
Zealand or the Republic of South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such offer,
sale, resale or delivery would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Product Intervention
and Product Sourcebook (the "UK Product Governance Requirements")
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) retail investors,
(b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in the FCA Handbook
Conduct of Business Sourcebook); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer. In all circumstances the
Joint Bookrunners and Barak will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with end target market of: (a) retail investors, (b) investors who
meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in
relation to the offer. In all circumstances the Joint
Bookrunners and Barak will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Placing
Parties (as defined below) and the Company to be bound by these
terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if a Joint Bookrunner or Barak confirms
to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Qualified Investor, Relevant Person or Relevant
Israeli Person (in each case including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Shore Capital and Corporate Limited ("SCC") (the Company's
Nominated Adviser), Shore Capital Stockbrokers Limited ("SCS",
together with SCC "Shore Capital") and Stifel Nicolaus Europe
Limited ("Stifel") (Stifel, together with SCS, the "Joint
Bookrunners" and, together with SCC the "Placing Parties") and
Barak Capital Underwriting Ltd ("Barak") as the Company's placing
agent in respect of the Israel element of the Placing only , under
which the Joint Bookrunners and Barak have, on the terms and
subject to the conditions set out therein, undertaken to use their
reasonable endeavours to procure subscribers for the Placing
Shares. It is expected that the Placing will raise US$100 million
to US$200 million in gross proceeds. The Placing is not
underwritten by the Placing Parties. The Placing Shares are
expected to be issued on or around 6 October 2022. The Placing
Shares will, when issued, be subject to the articles of association
of the Company, be credited as fully paid and rank pari passu in
all respects with the existing Ordinary Shares, including the right
to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of
issue of the Placing Shares.
The net proceeds raised through the Placing are intended to be
used for the purposes disclosed in this announcement.
The Placing Shares will trade on AIM under the trading symbol
"KAPE" with ISIN: IM00BQ8NYV14.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 6 October
2022 ("Admission"). In any event, the latest date for Admission is
28 October 2022 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Joint Bookrunners and Barak are arranging the Placing as
agents for, and brokers to, the Company.
2. The Placing Price is 265 pence per Placing Share. The number
of Placing Shares to be issued will be determined by the Company
(in consultation with the Joint Bookrunners) following completion
of a bookbuilding exercise by the Joint Bookrunners and Barak (the
"Bookbuild"). The results of the Bookbuild will be released through
a Regulatory Information Service following the completion of the
Bookbuild. The Joint Bookrunners and Barak shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion determine, following
consultation with the Company.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Shore
Capital or Stifel or at Barak (for Relevant Israeli Persons). Each
bid should state the number of Placing Shares which the prospective
Placee wishes to acquire at the Placing Price. Bids may be scaled
down or not accepted by the Joint Bookrunners in their absolute
discretion.
4. The Bookbuild is expected to close no later than 6:00 p.m. on
15 September 2022 but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners and
Barak may, in agreement with the Company, accept bids received
after the Bookbuild has closed.
5. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Joint Bookrunners or Barak. The Joint Bookrunners and Barak are
entitled (but under no obligation) to participate in the Placing as
principal.
6. Following the close of the Bookbuild for the Placing, each
Placee's allocation will be confirmed to Placees orally, or in
writing (which can include email), by a Joint Bookrunner or Barak
and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. The relevant Joint Bookrunner's or
Barak's oral or written confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the Joint Bookrunners, Barak
and the Company, under which it agrees to acquire by subscription
the number of Placing Shares allocated to it at the Placing Price
and otherwise 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 or Barak's
consent, such commitment will not be capable of variation or
revocation.
7. Each Placee's allocation will, unless otherwise agreed
between the Placee and the relevant Joint Bookrunner or Barak, be
evidenced by a trade confirmation or contract note issued to each
such Placee by a Joint Bookrunner. The terms and conditions of this
Announcement (including this Appendix) will be deemed to be
incorporated in that trade confirmation, contract note or such
other confirmation 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 from the time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner or Barak
(as agent for the Company), to pay to that Joint Bookrunner or
Barak (or as that Joint Bookrunner or Barak 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.
9. The allocation of the Placing Shares to Placees located in
the United States of America shall be conditional on the execution
by each such Placee of an investor representation letter (each an
"Investor Representation Letter") in the form provided to it.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Placing Parties, Barak 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.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations of the Placing Parties and Barak under the
Placing will be subject to fulfilment of the conditions referred to
below "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority and of other relevant
regulatory bodies, none of the Placing Parties or Barak nor any of
their respective affiliates shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Placing Parties, Barak and their respective
affiliates shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, none of
the Placing Parties nor Barak nor any of their respective
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Placing
Parties' or Barak's conduct of the Placing or of such alternative
method of effecting the Placing as the Placing Parties, Barak and
the Company may determine.
Conditions of the Placing
The Placing Parties' and Barak's obligations under the Placing
Agreement in respect of, amongst other things, the Placing are
conditional on, inter alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 4.45 p.m. on 13 September 2022;
2. application having been made by or on behalf of the Company
for Admission to the London Stock Exchange not later than 8.00 a.m.
on 3 October 2022;
3. the publication of an announcement communicating the results
of the Placing not later than 4.45 p.m. on 16 September 2022 (or
such other time and/or date as agreed by the Company and the Joint
Bookrunners);
4. the passing of the Resolutions at the General Meeting without
any amendment not approved by the Joint Bookrunners;
5. the delivery by the Company to the Placing Parties of certain
documents required under the Placing Agreement;
6. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
7. none of the warranties given in the Placing Agreement being
untrue, inaccurate or misleading in any material respect at any
time between the date of the Placing Agreement and Admission, and
no matter having arisen prior to Admission which might reasonably
render any of the warranties untrue or inaccurate or misleading in
any material respect if it was repeated as at Admission;
8. the Subscription Agreement having been duly executed and not
having been terminated in accordance with its terms prior to the
execution by the Placing Parties and the Company of the Placing
Results Agreement (as defined in the Placing Agreement);
9. the allotment of the Placing Shares, conditional only upon
admission of such Ordinary Shares to trading on AIM, in accordance
with the Placing Agreement;
10. the Company and/or the Joint Bookrunners not having become
aware of:
10.1 any new material factor, mistake or inaccuracy in relation
to the information contained in this Announcement having arisen
such that the Company is or may be required to issue a notification
pursuant to Rule 11 of the AIM Rules or which is otherwise material
or required to make the statements in this Announcement not
misleading in any material respect;
10.2 any matter which is or might be material in the context of
any assumption or other matter relevant to any forecast or
statement about the prospects of the Company in this Announcement;
or
10.3 any matter which indicates that a significant change or new
matter in respect of the Company has or might have occurred before
Admission;
11. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of Part 1 the AIM Rules not
later than 8.00 a.m. on 6 October 2022 or such later date as may be
agreed in writing between the Company and the Joint Bookrunners,
but in any event not later than 8.00 a.m. on the Long Stop Date;
and
12. the Placing Agreement not having been terminated by the
Placing Parties.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Bookrunners by the
respective time or date where specified (or such later time or date
as the Joint Bookrunners may notify to the Company); (ii) any of
such conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
The Joint Bookrunners may, at their discretion and upon such
terms as they think fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any 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.
The Company shall not be obligated to allot any Placing Shares
to any Placees in the United States of America unless it has
received an executed Investor Representation Letter from each such
Placee attesting to certain factual representations, warranties and
acknowledgements, in a form satisfactory to the Company.
None of the Placing Parties, Barak, 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 (or any of them) may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Placing Parties and Barak.
Right to terminate the Placing Agreement
Each of the Placing Parties is entitled to terminate the Placing
Agreement and cease to participate in the Placing by giving notice
to the Company in certain circumstances, including, inter alia, if
before Admission:
1. it shall have come to the notice of the Company or any
Placing Party that:
1.1 any statement contained in this announcement or certain
other documents is or has become untrue, incorrect or misleading,
or there shall have occurred any significant new factor relevant to
any of the foregoing;
1.2 the Company has failed to comply with its obligations under
FSMA, MAR, the Isle of Man Companies Act 2006, the AIM Rules or the
Prospectus Regulation Rules;
1.3 there has been a breach of any of the Warranties or other
obligations of the Company under the Placing Agreement; or
1.4 there has been an event or matter on or after the date of
the Placing Agreement and before Admission which if it had occurred
or arisen at an earlier date would have rendered any of the
Warranties (except for certain warranties relating to the Target
Group) untrue or incorrect,
and, such event would, in the opinion of any Placing Party, have
a materially adverse effect on the Placing;
2. any event or omission has occurred which in the opinion of
any Placing Party is or might reasonably be expected to be
materially adverse to the financial position or business or
prospects of the Company or the Placing;
3. any change in national or international, financial, monetary,
economic, political or stock market conditions (including any
suspension or material limitation in the trading of securities
generally on the London Stock Exchange's market for listed
securities or in commercial banking, securities settlement or
clearance services in the United Kingdom) has occurred which in the
opinion of any Placing Party is or might reasonably be expected to
be materially adverse to the Company or to the Placing; or
4. any incident of terrorism has occurred which in the opinion
of any Placing Party is or might reasonably be expected to be
materially adverse to the Company or the Placing or the outbreak of
hostilities involving the United Kingdom or the declaration by the
United Kingdom of a national emergency or war.
If any Placing Party ceases to participate in the Placing, the
other Placing Parties may, at their discretion and by notice to the
Company, elect either to continue with the Placing or to terminate
the Placing Agreement. If the Placing Agreement is terminated prior
to Admission then the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Placing Parties and Barak of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Placing
Parties and Barak and that the Placing Parties and Barak need not
make any reference to Placees in this regard and that neither the
Placing Parties, Barak nor any of their affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange or any other regulatory
authority in relation to the Placing, and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules (the "Exchange Information") or has
published via a Regulatory Information Service ("Publicly Available
Information"). 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 that it
has neither received nor relied on any other information (other
than the Exchange Information and/or Publicly Available
Information), representation, warranty or statement made by or on
behalf of the Company, the Placing Parties or Barak or any other
person and none of the Placing Parties, Barak, the Company nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Placing Parties, Barak, the Company
or their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor any of the Placing Parties or Barak are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Lock-up Arrangements
The Company has agreed in the Placing Agreement that, between
the date of the Placing Agreement and 31 December 2022, it will
not, without the prior written consent of the Placing Parties (such
consent not to be unreasonably withhold or delayed), offer, issue,
sell or otherwise dispose of (or announce intention of doing so)
any Ordinary Shares (or any interest therein or in respect thereof)
or any other securities exchangeable for or convertible into, or
carrying rights to acquire other shares of the Company, or enter
into any derivative transaction that has the economic effect of
such sale, transfer or disposition, whether settled in cash or
otherwise, save for the allotment and issue of Ordinary Shares
pursuant to the Placing, obligations to issue shares that have been
previously announced and the grant and exercise of options or the
issue of Ordinary Shares pursuant to the exercise of options or
warrants pursuant to any employee incentive share schemes.
By participating in the Placing, Placees agree that the exercise
by the Placing Parties of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up provisions under the Placing Agreement
shall be within the discretion of the Placing Parties and that it
need not make any reference to, or consult with, Placees and that
it shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within the system administered by Euroclear UK & International
Limited ("CREST"). Each Placee will be deemed to agree that it will
do all things necessary to ensure that delivery and payment is
completed as directed by the relevant Joint Bookrunner or Barak in
accordance with the standing CREST settlement instructions which
they have in place with such Joint Bookrunner or Barak.
Settlement of transactions in the Placing Shares following
Admission will take place within CREST provided that, subject to
certain exceptions, the Placing Parties and Barak reserve the right
to require settlement for, and delivery of, the Placing Shares (or
a portion thereof) to Placees by such other means that they may
respectively deem necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
6 October 2022 unless otherwise notified by the Placing Parties and
Admission is expected to occur by 6 October 2022 or such later time
as may be agreed between the Company and the Joint Bookrunners, not
being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic confirmati on in accordance with the standing
arrangements in place with the relevant Joint Bookrunner or Barak
stating the number of Placing Shares to be allocated to it at the
Placing Price, the aggregate amount owed by such Placee to the
relevant Joint Bookrunner, Barak or the relevant sub-agent and
settlement instructions. Each Placee will be deemed to agree that
it will do all things necessary to ensure that delivery and payment
is completed in accordance with the standing CREST or certificated
settlement instruc ti ons that it has in place with the relevant
Joint Bookrunner or Barak. It is expected that such contract note
or electronic confirmation will be despatched on or around 5
October 2022 and that this will be the trade date.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Joint Bookrunner or Barak (as appropriate)
or their respecti ve sub-agent, in each case, as agent for and on
behalf of the Company and will enter its delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruc ti on will then allow delivery of the
relevant Placing Shares to that Placee against payment. It is
expected that se tt lement will be on 6 October 2022 on a T + 1
basis in accordance with the instruc ti ons set out in the contract
note.
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 LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners and Barak may sell any or
all of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the Joint Bookrunners' or
Barak's account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable and shall
indemnify the Joint Bookrunners and Barak on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
the Joint Bookrunners and Barak (severally and not jointly or
jointly and severally) such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all
actions which any of the Joint Bookrunners or Barak lawfully takes
in pursuance of such sale. Legal and/or beneficial title in and to
any Placing Shares shall not pass to the relevant Placee until it
has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. None of the Placing Parties nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to each of the Placing Parties
and Barak (in their capacity as agents of the Company) and the
Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements, undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
2. that the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable
information concerning any other publicly traded company without
undue difficulty;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Placing Parties or Barak of any
right or discretion under the Placing Agreement shall be within the
absolute discretion of the Placing Parties or Barak and the Placing
Parties and Barak need not have any reference to it and shall have
no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Placing Parties, Barak or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
5. that these terms and conditions (together with any Investor
Representation Letter, if applicable) represent the whole and only
agreement between it, the Placing Parties, Barak and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that none of the Company, the Placing
Parties, Barak nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5 of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable) if in a member state of the EEA or the UK, it
understands that (i) the Placing Shares to be acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in any member state of the EEA which has implemented
the Prospectus Regulation other than Qualified Investors (as such
term is defined in the EU Prospectus Regulation) in such member
state of the EEA or to Relevant Persons in the United Kingdom or in
circumstances in which the prior consent of the Joint Bookrunners
and the Company has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons
in any member state of the EEA or the UK other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or UK Prospectus Regulation (as
applicable) as having been made to such persons;
7. that neither it nor, as the case may be, its clients expect
the Placing Parties or Barak to have any duties or responsibilities
to such persons similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of
Business Source Book, and that the Placing Parties and Barak are
not acting for it or its clients, and that the Placing Parties and
Barak will not be responsible for providing the protections
afforded to customers of the Placing Parties or Barak or for
providing advice in respect of the transactions described
herein;
8. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and none of the Placing Parties, Barak nor the Company nor
any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Placing Parties, Barak, the
Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
9. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
10. that none of the Placing Parties, Barak nor the Company nor
any of their respective affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement or the Publicly Available Information;
11. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
12. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares into the United States of America;
13. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is, and at the time it
subscribes for the Placing Shares will be either (a) outside the
United States of America and acquiring the Placing Shares in an
"offshore transaction" as defined in and pursuant to Regulation S;
or (b) if in the United States of America, a qualified
institutional buyer within the meaning of Rule 144A under the
Securities Act and will have duly executed an Investor
Representation Letter in a form provided to it;
14. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic South Africa or Japan;
15. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States of America;
17. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners and Barak may in their
discretion determine and without liability to such Placee;
18. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company,
the Placing Parties or Barak or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing
or its acceptance;
19. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
20. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the relevant Placing Party or Barak;
21. that if in a member state of the EEA, it is a "Qualified
Investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;
22. that if in the United Kingdom, it is a "Qualified Investor"
within the meaning of Article 2(e) of the UK Prospectus Regulation
and is also either: (a) a person of a kind described in paragraph 5
of Article 19 (persons having professional experience in matters
relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 of
Article 49 (high net worth companies, unincorporated associations,
partnerships or trusts or their respective directors, officers or
employees) of the Order; or (c) a person to whom it is otherwise
lawful for this Announcement to be communicated and in the case of
(a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the
purposes of its business;
23. that, unless otherwise agreed by the relevant Joint
Bookrunner or Barak, it is a qualified investor (as defined in
section 86(7) of the Financial Services and Markets Act 2000, as
amended ("FSMA"));
24. that, unless otherwise agreed by the relevant Joint
Bookrunner or Barak, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
25. 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 section 21(1) of FSMA does not require approval of the
communication by an authorised person;
26. that any money held in an account with the relevant Joint
Bookrunner, Barak (or a nominee for any such person) on its behalf
and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be
subject to the protections conferred by the FCA's client money
rules. As a consequence, this money will not be segregated from the
relevant Joint Bookrunner's, Barak's (or a nominee for any such
person's) money in accordance with such client money rules and will
be used by the relevant Joint Bookrunner or Barak in the course of
its own business and each Placee will rank only as a general
creditor of the relevant Joint Bookrunner or Barak;
27. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
28. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
29. that if it has received any "inside information" as defined
in the EU Market Abuse Regulation as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("UK
MAR") about the Company or any securities of the Company in advance
of the Placing, it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended, induced or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person except as
permitted by UK MAR, prior to the information being made publicly
available;
30. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
31. that it appoints irrevocably any director of the relevant
Joint Bookrunner or of Barak as its agent for the purpose of
executing and delivering to the Company and/or its registrars any
document on its behalf necessary to enable it to be registered as
the holder of the Placing Shares;
32. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company, save as
previously disclosed to the Placing Parties;
33. that this Announcement does not constitute a securities
recommendation or financial product advice and that none of the
Placing Parties, Barak, nor the Company has considered its
particular objectives, financial situation and needs;
34. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
35. that it will indemnify and hold the Company and the Placing
Parties, Barak and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
Company, the Placing Parties and Barak will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no
longer true or accurate, the Placee shall promptly notify the
Placing Parties, Barak and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee,
pursuant to this Announcement (including this Appendix) are given
to all Placing Parties, Barak and the Company and will survive
completion of the Placing and Admission;
36. that time shall be of the essence as regards its obligations
pursuant to this Appendix;
37. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company, the Placing Parties or Barak to provide any legal,
financial, tax or other advice to it;
38. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Placing
Parties or Barak shall notify it of such amendments;
39. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and UK MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended),the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the relevant Placing Party or Barak such evidence, if any, as to
the identity or location or legal status of any person which the
relevant Placing Party or Barak may request from it in connection
with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by the relevant Placing Party or Barak on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be subscribed for and/or purchased by
it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the relevant Placing Party or Barak may
decide in its absolute discretion;
40. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules;
41. that, in relation to any Placees located in Australia, it is
a "wholesale investor" being a sophisticated or experienced
investor meeting the criteria in sections 708(8) or (10) of the
Corporations Act 2001 (the "Corporations Act") or a "professional
investor" (as defined in the Corporations Act) or does not
otherwise require disclosure pursuant to one or more exemptions
contained in section 708 of the Corporations Act so that it is
lawful to offer the Placing Shares without disclosure to investors
under Chapter 6D of the Corporations Act;
42. that it is not acquiring the Placing Shares for the purposes
of selling or transferring them, or granting, issuing or
transferring interests in, or options or warrants over, them,
within Australia within the period of 12 months after the date of
allotment except in circumstances where disclosure to investors
under Chapter 6D of the Corporations Act would not be required
pursuant to an exemption under section 708 of the Corporations Act
or otherwise or where the offer is pursuant to a disclosure
document which complies with Chapter 6D of the Corporations
Act;
43. that, in relation to any Placee located in Switzerland, it
is a professional investor as defined under FINSA;
44. that, in relation to any Placee located in Israel, it is a
person who is listed in the first schedule of the Israeli
Securities Law - 1968;
45. that, in relation to any Placee located in Hong Kong, it is
a professional investor as defined under the Securities and Futures
Ordinance and rules made thereunder;
46. that, in relation to any Placee resident in Canada, it is
purchasing, or deemed to be purchasing, as principal and is an
accredited investor, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and is a permitted client, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations;
47. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
48. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company, the Placing
Parties or Barak in any jurisdiction in which the relevant Placee
is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
49. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the relevant Placing Party;
50. that neither the Placing Parties, Barak nor the Company owe
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
51. that the Joint Bookrunners, Barak or any of their respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
52. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares;
53. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available; and
54. that it will not acquire or subscribe for, or procure the
acquisition or subscription of, any new Ordinary Shares offered by
the Company on or about the date hereof on the PrimaryBid
platform;
The Company, the Placing Parties, Barak and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Placing Parties and Barak (for
their own benefit and, where relevant, the benefit of any person
acting on their behalf) and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Placing Parties or Barak.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor any of the Placing Parties or Barak
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 UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company, the Placing Parties and
Barak in the event that any of the Company and/or any of the
Placing Parties and/or Barak have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Placing Parties
and Barak accordingly.
In addition, Placees should note that they will be liable for
any 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 subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Placing Parties or Barak or by any of their respective affiliates
or agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
Pursuant to the General Data Protection Regulation as
domesticated into UK law by virtue of the European Union
(Withdrawal) Act 2018 and implemented in the UK by the Data
Protection Act 2018 ("GDPR") the Company and/or the Placing Parties
may hold personal data (as defined in the GDPR) relating to past
and present shareholders. Personal data may be retained on record
for a period exceeding six years after it is no longer used. The
Company and/or the Placing Parties and/or Barak will only process
such information for the purposes set out below (collectively, the
"Purposes"), being to: (a) process its personal data to the extent
and in such manner as is necessary for the performance of their
obligations under the contractual arrangements between them,
including as required by or in connection with its holding of
Ordinary Shares, including processing personal data in connection
with credit and money laundering checks on it; (b) communicate with
it as necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares; (c) provide
personal data to such third parties as the Company and/or the
Placing Parties and/or Barak may consider necessary in connection
with its affairs and generally in connection with its holding of
Ordinary Shares or as the
GDPR may require, including to third parties outside the EEA;
and (d) without limitation, provide such personal data to their
respective affiliates for processing, notwithstanding that any such
party may be outside the EEA; and (e) process its personal data for
the Company's and/or each Placing Party's and/or Barak's internal
administration.
By becoming registered as a holder of Placing Shares, each
Placee acknowledges and agrees that the processing by the Company
and/or the Placing Parties and/or Barak of any personal data
relating to it in the manner described above is undertaken for the
purposes of: (a) performance of the contractual arrangements
between them; and (b) to comply with applicable legal obligations.
In providing the Company and/or the Placing Parties and/or Barak
with information, it hereby represents and warrants to each of them
that it has notified any data subject of the processing of their
personal data (including the details set out above) by the Company
and/or the Placing Parties and/or Barak and their respective
affiliates and group companies, in relation to the holding of, and
using, their personal data for the Purposes. Any individual whose
personal information is held or processed by a data controller: (a)
has the right to ask for a copy of their personal information held;
(b) to ask for any inaccuracies to be corrected or for their
personal information to be erased; (c) object to the ways in which
their information is used, and ask for their information to stop
being used or otherwise restricted; and (d) ask for their personal
information to be sent to them or to a third party (as permitted by
law). A data subject seeking to enforce these rights should contact
the relevant data controller. Individuals also have the right to
complain to the UK Information Commissioner's Office about how
their personal information has been handled.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBKNBNPBKKKCD
(END) Dow Jones Newswires
September 13, 2022 02:02 ET (06:02 GMT)
Kape Technologies (LSE:KAPE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Kape Technologies (LSE:KAPE)
Historical Stock Chart
From Jul 2023 to Jul 2024