TIDMLSAI
RNS Number : 7073N
Location Sciences Group PLC
26 September 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
26 September 2019
Location Sciences Group PLC
("Location Sciences" or the "Company")
Placing to raise a minimum of GBP0.25 million and up to GBP0.75
million
Location Sciences (AIM: LSAI), the leading location data
verification and analytics company, announces an equity placing to
raise a minimum of GBP0.25 million and up to GBP0.75 million,
before expenses.
Transaction Highlights
- Placing to raise a minimum of GBP0.25 million and up to
GBP0.75 million, before expenses, through the issue of up to
33,333,333 new Ordinary Shares, in aggregate, to new and existing
investors at 2.25 pence per share
- The Placing is being conducted by way of an accelerated
bookbuild, to be undertaken by Shore Capital who is acting as
broker, which will commence immediately following this
announcement
- The Placing Shares are to be issued at 2.25 pence per share
which represents a discount of 19.6 per cent. to the Closing Price
of 2.80 pence on 25 September 2019
The transaction highlights above and the summary announcement
below should be read in conjunction with the full text of the
announcement set out below and the appendix at the end of this
announcement (the "Appendix").
Capitalised terms in this announcement are defined as set out at
the end of this announcement.
Location Sciences announces that it proposes to raise, in
aggregate, a minimum of GBP0.25 million and up to GBP0.75 million,
before expenses, by way of a placing of up to 33,333,333 new
Ordinary Shares (the "Placing Shares") at 2.25 pence per share (the
"Placing Price").
As initially announced in its trading update of 1 August 2019,
the Company expects longer sales cycles than previously envisaged
which will, in turn, impact the revenues anticipated to be
generated in the near term. The Directors have taken measures to
reduce the overheads of the business to maximise shareholder value
in the long term, however, the Company is now seeking to raise
funds by way of the Placing for working capital purposes.
While the Company confirms that following completion of the
Placing it will have sufficient working capital for its medium term
operational requirements, it will require further investment in due
course. Should the Placing not be successful, the Company will seek
alternative sources of funding and, if required, implement further
cost control measures. The Company's cash balance as at 30 June
2019 was GBP1.5 million, and as of 25 September was GBP1.4
million.
Location Sciences has entered into a placing agreement (the
"Placing Agreement") with Shore Capital which is acting as broker
in relation to the Placing. Pursuant to the Placing Agreement,
Shore Capital has agreed to use reasonable endeavours to place the
Placing Shares with certain new and existing institutional and
other investors. The Placing is not underwritten. Further details
of the Placing Agreement can be found in the terms and conditions
of the Placing contained in the Appendix to this announcement
(which forms part of this announcement).
The Placing is subject to the terms and conditions set out
below. Shore Capital will commence a bookbuilding process in
respect of the Placing (the "Bookbuild"), which will start with
immediate effect following the release of this Announcement. The
Placing Shares will, when issued, be credited as fully paid and
will rank pari passu with the Existing Ordinary Shares including
the right to receive all future dividends and distributions
declared, made or paid by reference to a record date falling after
their issue. The Placing Shares will be issued pursuant to the
Company's existing share authorities. The Directors reserve the
right to increase the size of the Placing, should there be excess
demand.
The Company will apply for the Placing Shares to be admitted to
trading on AIM. It is expected that Admission will take place and
that trading in the Placing Shares will commence at 8.00 a.m. on 3
October 2019.
As part of the Placing, Placing Shares may be issued to certain
Placees seeking relief under the Enterprise Investment Scheme and
to companies that are approved as Venture Capital Trusts. The
Company has not received any advance assurance from HMRC as regards
whether the Placing Shares will be eligible for EIS tax relief or
be capable of being a "qualifying holding" for the purposes of
investment by VCTs. Neither the Company, the Directors nor any of
the Company's advisers give any warranty, undertaking or other
assurance that any tax reliefs will be, or will continue to be,
available and not withdrawn at a later date. The actual
availability of EIS relief and qualifying status for VCT purposes
would be contingent upon certain conditions being met by both the
Company and the relevant investors. Consequently, there is no
guarantee that any of the Placing Shares will qualify for EIS
relief or be a "qualifying holding" for the purposes of investment
by VCTs.
Shareholders and proposed investors must take, and rely on,
their own professional advice in order that they may fully
understand how the relief legislation may apply in their individual
circumstances.
The timing of the closing of the Bookbuild and allocations shall
be at the discretion of Location Sciences and Shore Capital.
However, the Bookbuild is expected to close no later than 5.00 p.m.
today. Members of the public are not eligible to participate in the
Placing.
A further announcement will be made following the close of the
Bookbuild.
By choosing to participate in the Placing and by making a verbal
offer to acquire Ordinary Shares to be issued under the Placing,
investors will be deemed to have read and understood this
announcement (including the Appendix) in its entirety and to be
making such offer on the terms and subject to the conditions in
this announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Background to, and reasons for, the Placing
In June 2018, the Company launched Verify, the world's first
independent and media agnostic location verification solution for
the $160 billion digital advertising industry. Since then,
customers including the7Stars, Blis Media Limited, Lexus, SITO
Mobile and Vicinity Media have been secured and the Company has
increased its recurring revenue stream to more than GBP100,000 per
month. While this represents a solid performance, further funding
is required to continue the Company's growth.
Current trading and prospects
Today, the Company announced its interim results for the six
months ended 30 June 2019.
The Company's sales run rate in each of July and August was
above GBP100,000 and is set to grow with the addition of new
contracts, such as the recently announced Blis partnership. A
further uplift of sales is also expected from existing customers
during Q4, which encompasses the busy Christmas season for
advertisers.
The addition of senior hires with large US media agency and
verification experience to the Board, gives the Directors great
confidence in the Company's product offering and market strategy.
While some of the Company's clients have taken longer to adopt
Verify than anticipated, the underlying value proposition is clear
and demonstrable. As awareness of the benefits of location
verification grows, so too should sales.
Application for admission
Application will be made for the Placing Shares to be admitted
to trading on AIM. Dealings in the Placing Shares are expected to
commence at 8.00 a.m. on 3 October 2019. The Placing Shares will,
when issued, rank pari passu with the Existing Ordinary Shares.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Placing as described
above, and is disclosed in accordance with the Company's
obligations under Article 17 of MAR.
For further information please contact:
Location Sciences Group PLC via Milk and Honey PR
Mark Slade, Chief Executive
Officer
David Rae, Chief Financial
Officer
Shore Capital (Nominated Adviser Tel: +44 (0)20 7408 4090
and Broker)
Tom Griffiths/David Coaten
Andy Crossley
Milk & Honey PR Tel: +44 (0)20 3637 7310
Kirsty Leighton
Jessica Ballinger
About Location Sciences Group PLC:
Location Sciences is the pre-eminent global location
verification provider to the $160 billion digital advertising
industry. Working in partnership with brands, media agencies and
suppliers to reduce ad-wastage and improve the effectiveness of
location-based advertising campaigns.
The digital advertising market place remains unregulated and
un-monitored, with an estimated $19 billion wasted on ad-fraud in
2018. Location Sciences has developed Verify, the world's first
independent location verification product. Utilising sophisticated
machine learning and pattern recognition technologies Verify
detects location ad-fraud and shines a light on location data
inaccuracy with the aim of bringing back integrity, transparency
and trust to the market place.
IMPORTANT INFORMATION
Shore Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as broker to
the Company in relation to the Placing and is not acting for any
other persons in relation to the Placing. Shore Capital is acting
exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any
other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Shore Capital, or for providing advice in relation to
the contents of this announcement or any matter referred to in
it.
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 Shore Capital or by any of its affiliates
or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by any
such forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and neither Shore
Capital nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Admission" admission of the Placing Shares to trading
on AIM in accordance with the AIM Rules
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange
"Appendix" the appendix at the end of this announcement
"Articles of Association" the articles of association of the Company
"Bookbuild" the bookbuilding process in respect of the
Placing to be undertaken by Shore Capital
immediately following the release of this
announcement
"Business Day" a day (other than a Saturday or Sunday)
on which commercial banks are open for general
business in London, England
"Canada" Canada, its provinces and territories and
all areas subject to its jurisdiction and
any political sub-divisions thereof
"Closing Price" the closing middle market quotation of an
Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List
of the London Stock Exchange
"Company" or "Location Location Sciences Group plc (registered
Sciences" number 06458458)
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"Directors" or "Board" the directors of the Company
"EIS" the Enterprise Investment Scheme and related
reliefs as detailed in Part 5 of the Income
Tax Act 2007 and in sections 150A to 150D
and Schedule 5B and 5BA of the Taxation
of Chargeable Gains Act 1992 (amended)
"Enlarged Share Capital" the issued share capital of Location Sciences
immediately following Admission
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the Ordinary Shares in issue at the date
Shares" of this announcement
"FCA" the Financial Conduct Authority of the UK
"Form of Confirmation" the form of confirmation or electronic confirmation
to be despatched by Shore Capital to each
Placee in connection with the Placing following
receipt of each Placee's firm order
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"Group" the Company and its subsidiaries
"HMRC" Her Majesty's Revenue and Customs
"Investment Company the US Investment Company Act of 1940
Act"
"ISIN" International Securities Identification
Number
"Japan" Japan, its cities, prefectures, territories
and possessions
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" ordinary shares of 1 penny each in the capital
of the Company
"Placees" subscribers for the Placing Shares
"Placing" the firm placing by the Company of the Placing
Shares with certain institutional and other
investors pursuant to the Placing Agreement
as detailed in this announcement
"Placing Agreement" the placing agreement entered into between
the Company and Shore Capital dated 26 September
2019
"Placing Price" 2.25 pence per new Ordinary Share
"Placing Shares" up to 33,333,333 new Ordinary shares issued
by the Company pursuant to the Placing
"Securities Act" the US Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"Shore Capital" Shore Capital and Corporate Limited (the
Company's nominated adviser) and/or Shore
Capital Stockbrokers Limited (the Company's
broker), as the context requires
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated" or recorded on the relevant register or other
"uncertificated form" record of the share or other security as
being held in uncertificated form in CREST
and title to which, by virtue of the CREST
Regulations, may be transferred by way of
CREST
"VCT" a Venture Capital Trust under Part 6 of
the Income Tax Act 2007
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THIS APPIX DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OR OTHERWISE ACQUIRE OR DISPOSE OF, ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED THEREIN (TOGETHER, THE "ANNOUNCEMENT"), IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE
REPUBLIC OF IRELAND OR NEW ZEALAND OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION") TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5)
(INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (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
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
INFORMATION TO DISTRIBUTORS
FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH
OF (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS,
AS AMED ("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 FOR NO OTHER PURPOSES, SHORE CAPITAL AND
CORPORATE LIMITED AND SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE
CAPITAL") HAVE CARRIED OUT AN ASSESSMENT OF THE ORDINARY SHARES AND
HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN TARGET MARKET OF
RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF
PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED
UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE
FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED
BY MIFID II (THE "TARGET MARKET ASSESSMENT").
ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES
MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR
INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO
CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS
COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND
PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (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 HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT
MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO
THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL
CIRCUMSTANCES, SHORE CAPITAL 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 MIFID II OR OTHERWISE; OR (B) A RECOMMATION TO
ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN OR PURCHASE, OR TO
TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO, THE ORDINARY
SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Shore Capital or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, Japan, the Republic of Ireland or New
Zealand or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this announcement is
being directed solely at persons in circumstances in which section
21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, the Republic of Ireland, the
Republic of South Africa or New Zealand, or in any other
jurisdiction. Accordingly, the Placing Shares may not (unless an
exemption under relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, Japan, the Republic of Ireland or
the Republic of South Africa or any other jurisdiction outside the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this announcement should seek appropriate advice before
taking any action.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this announcement.
Each person who is invited to and who chooses to participate in
the Placing (a "Placee") will be deemed to have read and understood
this announcement in its entirety, to be participating, making an
offer and subscribing for Placing Shares on the terms and
conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1. it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
2.2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
2.2.1. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Shore Capital has been given to the offer or
resale; or
2.2.2. where Placing Shares have been acquired by it on behalf
of persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make, and does make, the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in, and in accordance with, Regulation S under the
Securities Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA or any other regulatory body in
any Relevant Member State in relation to the Placing or the Placing
Shares.
Each Placee, by participating in the Placing, agrees that the
content of this announcement is exclusively the responsibility of
the Company and confirms that it has not relied on any information,
representation, warranty or statement made by or on behalf of Shore
Capital, the Company or any other person and none of Shore Capital,
the Company or any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Shore Capital has entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Shore Capital, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours
to procure Placees to subscribe for the Placing Shares at the
Placing Price.
The Placing's subscription commitments are conditional upon the
conditions (summarised below) being satisfied by the Company or
otherwise waived by Shore Capital.
All Placing Shares will, when issued, be subject to the Articles
of Association and be credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Existing Ordinary Shares
after the date of issue of the Placing Shares.
Application for admission to trading
The Company will apply for the Placing Shares to be admitted to
trading on AIM.
It is expected that Admission in respect of the Placing Shares
will take place at 8.00 a.m. on 3 October 2019.
Principal terms of the Placing
1. Shore Capital is acting as nominated adviser and broker to
the Company, and as agent for and on behalf of the Company. Shore
Capital is authorised and regulated in the United Kingdom by the
FCA and is acting exclusively for the Company and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for
providing advice in relation to the matters described in this
announcement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Shore Capital to
participate. Shore Capital and any of its affiliates are entitled
to participate in the Placing as principals.
3. The price per Placing Share will be payable by all Placees to
Shore Capital (as agent of the Company). The Placing Price and
number of Placing Shares will be agreed between the Company and
Shore Capital at the close of the Bookbuild and confirmed to
Placees by telephone and/or email along with their final allocation
and will be disclosed in the announcement confirming the result of
the Placing.
4. Each Placee's allocation is determined by Shore Capital in
its discretion and has been or will be confirmed orally by Shore
Capital and a Form of Confirmation will be dispatched as soon as
possible thereafter. That oral confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of Shore Capital and the
Company, under which it agrees to acquire the number of Placing
Shares allocated to the Placee at the Placing Price and otherwise
on the terms and subject to the conditions set out in this Appendix
and in accordance with the Articles of Association. Except with
Shore Capital's prior written consent, such commitment will not be
capable of variation or revocation at the time at which it is
submitted.
5. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to each such Placee by Shore Capital.
The terms and conditions of this Appendix will be deemed
incorporated into that Form of Confirmation.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Shore Capital (as agent for the
Company), to pay to Shore Capital (or as Shore Capital 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.
7. 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 issued pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8. All obligations of Shore Capital 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".
9. 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.
10. To the fullest extent permissible by law and applicable FCA
rules, none of (a) Shore Capital, (b) any of its affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a), any person connected with Shore Capital as
defined in FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Shore Capital) or (d) any person
acting on Shore Capital's behalf, 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, none of Shore Capital or any of
its affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as Shore Capital and the Company may agree.
Further details regarding EIS and VCT status
As part of the Placing, Placing Shares may be issued to certain
Placees seeking relief under the Enterprise Investment Scheme and
to companies that are approved as Venture Capital Trusts. The
Company has not received any advance assurance from HMRC as regards
whether the Placing Shares will be eligible for EIS tax relief or
be capable of being a "qualifying holding" for the purposes of
investment by VCTs. If the Company carries on activities beyond
those disclosed to HMRC, then Shareholders may cease to qualify for
the tax benefits. Neither the Company, the Directors nor any of the
Company's advisers give any warranty, undertaking or other
assurance that any tax reliefs will be, or will continue to be,
available and not withdrawn at a later date. The actual
availability of EIS relief and qualifying status for VCT purposes
would be contingent upon certain conditions being met by both the
Company and the relevant investors. Consequently, there is no
guarantee that any of the Placing Shares will qualify for EIS
relief or be a "qualifying holding" for the purposes of investment
by VCTs.
Investors must take their own professional advice in order that
they may fully understand how the relief legislation may apply in
their individual circumstances and rely on it.
Registration and Settlement
Settlement of transactions in the Placing Shares will take place
inside the CREST system.
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST.
The Company will procure the delivery of the Placing Shares to
CREST accounts operated by Shore Capital for the Company and Shore
Capital will enter their delivery (DEL) instructions into the CREST
system. The input to CREST by each Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment at the relevant
time.
Interest may be charged in respect of payments not received for
value at that time.
The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any Placee
in any form it requires if, in Shore Capital's opinion, delivery or
settlement is not possible or practicable within CREST or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company 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 Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
conditional trade confirmation(s) stating the number of Placing
Shares to be allocated to it at the Placing Price and the
subscription amount payable and will be required to provide Shore
Capital with funds sufficient to purchase such securities prior to
the Settlement Date (see below).
It is expected that settlement with regard to the Placing Shares
will take place on 3 October 2019 in CREST in accordance with the
instructions set out in the conditional trade confirmation.
Settlement will be through Shore Capital against CREST ID: 601 (as
applicable).
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with Shore Capital.
If the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
ISIN code for the Placing Shares: GB00BGT36S19
SEDOL code for the Placing Shares: BGT36S1
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued 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 provided that the Placing Shares are not issued to a person
whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any
such person.
The agreement to settle a Placee's subscription (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, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Shore Capital 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 and Shore Capital in the event that the
Company or Shore Capital has 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 Shore Capital
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 by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional as regards the Placing and not having been terminated
in accordance with its terms.
The obligations of Shore Capital under the Placing are,
conditional upon, inter alia:
a) none of the warranties or undertakings contained in the
Placing Agreement being or having become untrue, inaccurate or
misleading in any material respect at any time before
Admission;
b) the performance by the Company of its obligations under the
Placing Agreement to the extent they fall to be performed prior to
Admission;
c) the Company issuing and allotting the Placing Shares prior to
and, conditional only on Admission, in accordance with the Placing
Agreement; and
d) Admission taking place by not later than 8.00 a.m. on 3
October 2019 (or such later date as the Company and Shore Capital
may agree in writing, in any event being not later than the long
stop date being 18 October 2019),
(all conditions in connection with the Placing being together,
the "Placing Conditions").
Termination of the Placing
Shore Capital may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
If any of the Placing Conditions are not fulfilled or, where
permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and Shore Capital may agree) the Placing Agreement and the
rights and obligations in it shall terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described herein and will not be capable of
rescission or termination by it.
Certain conditions may be waived in whole or in part by Shore
Capital, in its absolute discretion and Shore Capital may also
agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will
not affect Placees' commitments as set out in this
announcement.
Neither Shore Capital, the Company nor any of their respective
affiliates, agents, directors, officers or employees 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 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 nor for any
decision any of them 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 Shore Capital.
Shore Capital may terminate the Placing Agreement (in respect of
its obligations yet to be performed), in accordance with its terms,
at any time prior to Admission if, inter alia:
1. it comes to the attention of Shore Capital that any of the
warranties in the Placing Agreement were not true or accurate, or
were misleading: (a) when given or deemed given; or (b) at any time
if they were to be repeated or deemed repeated would no longer be
true and accurate or would be misleading; or
2. it comes to the attention of Shore Capital that the Company
has failed to comply with its obligations under the Placing
Agreement,
in each case in a respect which is material (in the good faith
opinion of Shore Capital) in the context of the Placing and
Admission as a whole.
Shore Capital may also terminate the Placing Agreement (in
respect of its obligations yet to be performed), in accordance with
its terms, at any time prior to Admission if, inter alia:
1. there has been, occurred, happened or come into effect any
event or omission which materially (in the good faith opinion of
Shore Capital) and adversely affects the financial position and/or
prospects of the Group as a whole, or which in the good faith
opinion of Shore Capital is or will or may be materially
prejudicial to the Company or which in the good faith opinion of
Shore Capital materially and adversely affects the Company, the
Placing or Admission or the subscription for Placing Shares by
Placees; or
2. there shall have occurred any change in national or
international financial, monetary, economic, political,
environmental, or stock market conditions which, in the good faith
opinion of Shore Capital will or is likely to be materially
prejudicial to the Group or to the Placing or Admission or to the
subscription for Placing Shares by Placees.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing shall terminate at such time and no claim can be made by
any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and Shore Capital that the exercise by the Company or Shore
Capital of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or Shore Capital and that neither the
Company nor Shore Capital need make any reference to such Placee
and that neither Shore Capital, the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and will not be capable of rescission or
termination by it after the issue by Shore Capital of a Form of
Confirmation confirming each Placee's allocation and commitment in
the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Shore Capital expressly agrees in writing to the
contrary):
1. it has read and understood this announcement in its entirety
and that its subscription for the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (a) is required under the Prospectus
Regulation; and (b) has been or will be prepared in connection with
the Placing;
3. the Existing Ordinary Shares are (and the Placing Shares will
be) admitted to trading on AIM, and that the Company is therefore
required to publish certain business and financial information in
accordance with the AIM Rules, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial and
trading position of the Company in accepting a participation in the
Placing and neither Shore Capital, 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; nor has it requested any of Shore
Capital, the Company, 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;
5. the content of this announcement is exclusively the
responsibility of the Company and the directors and neither Shore
Capital nor any person acting on behalf of Shore Capital or any of
its affiliates, agents, directors, officers or employees has or
shall have any liability for any information, representation or
statement contained in this announcement, the investor presentation
or any information previously published by or on behalf of the
Company or any member of the Group;
6. neither Shore Capital, 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 the information contained in
this announcement or the investor presentation;
7. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
8. it has not relied on any investigation that Shore Capital,
the Company or any person acting on their behalf may have conducted
with respect to the Company, the Placing or the Placing Shares;
9. the content of this announcement has been prepared by and is
exclusively the responsibility of the Company and the directors and
that neither Shore Capital, nor any person acting on its behalf is
responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this announcement or the investor presentation
nor will they be liable for any Placee's decision to participate in
the Placing based on any information, representation, warranty or
statement contained in this announcement or the investor
presentation. Nothing in this this Appendix shall exclude any
liability of any person for fraudulent misrepresentation;
10. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Canada, Australia, the Republic of South Africa, Japan, the
Republic of Ireland or New Zealand and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States, Canada, Australia, the Republic of South Africa, Japan, the
Republic of Ireland, New Zealand or in any country or jurisdiction
where any such action for that purpose is required;
11. it and/or each person on whose behalf it is participating:
11.1. is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
11.2. has fully observed such laws and regulations;
11.3. has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
11.4. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed for will not
be, a resident of, or with an address in, or subject to the laws
of, Canada, Australia, the Republic of South Africa, Japan, the
Republic of Ireland or New Zealand and it acknowledges and agrees
that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Canada,
Australia, the Republic of South Africa, Japan, the Republic of
Ireland or New Zealand and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
13. the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or
resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance
with applicable state securities laws; and no representation is
being made as to the availability of any exemption under the
Securities Act for the re-offer, resale, pledge or transfer of the
Placing Shares;
14. the Company is not registered under the Investment Company
Act and that the Company has put in place restrictions to ensure
that it is not and will not be required to register under the
Investment Company Act;
15. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
16. it is not acquiring the Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S under the
Securities Act;
17. if the Placing Shares are being acquired for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
18. it (and any account for which it is purchasing) is acquiring
the Placing Shares for investment purposes only and is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof in violation of the Securities Act or any
other securities laws of any state or other jurisdiction of the
United States;
19. the Company is not obliged to file any registration
statement in respect of any resales of the Placing Shares in the
United States with the US Securities and Exchange Commission or
with any securities administrator of any state or other
jurisdiction of the United States;
20. if in the future it decides to offer, sell, transfer, assign
or otherwise dispose of the Placing Shares, it will do so only in
compliance with an exemption from the registration requirements of
the Securities Act and under circumstances which will not require
the Company to register under the Investment Company Act;
21. it will not distribute, forward, transfer or otherwise
transmit this announcement or any part of it, or any other
presentational or other materials concerning the Placing, in or
into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
22. neither Shore Capital, any of its affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of Shore
Capital and Shore Capital has no duties or responsibilities to it
for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
23. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Shore Capital for the Placing Shares
allocated to it in accordance with the terms and conditions of this
announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Shore Capital may, in its
absolute discretion, determine without liability to the Placee and
it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
24. no action has been or will be taken by any of the Company,
Shore Capital or any person acting on their behalf that would, or
is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
25. the person who it specifies for registration as holder of
the Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither Shore Capital 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.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and Shore Capital in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of Shore Capital or transferred
to a CREST stock account of Shore Capital who will hold them as
nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions with it;
26. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (b) it is and will remain liable to the Company and
Shore Capital for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is
acting for another person);
27. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
28. it and any person acting on its behalf (if within the United
Kingdom) is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or Article 49(2) (High net worth
companies etc.) of the Order and/or is an authorised person as
defined in section 31 of FSMA; and (b) Article 2(e) of the
Prospectus Regulation ("Qualified Investor"). For such purposes, it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
29. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges:
29.1. it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions
of FSMA in respect of anything done in, from or otherwise involving
the United Kingdom);
29.2. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Regulation, other
than Qualified Investors or in circumstances in which the express
prior written consent of Shore Capital has been given to the offer
or resale;
29.3. it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this
invitation to participate in the Placing;
29.4. neither Shore Capital nor any of its affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this announcement, the
investor presentation or for any information previously published
by or on behalf of the Company or any other written or oral
information made available to or publicly available or filed or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29.5. neither Shore Capital, the Company nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of Shore Capital, the Company or their
respective affiliates, agents, directors, officers or employees is
making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings or indemnities contained
in the Placing Agreement nor the exercise or performance of Shore
Capital's rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
29.6. acknowledges and accepts that Shore Capital may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for its own account for the purpose of hedging its
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Shore Capital will not make any
public disclosure in relation to such transactions;
29.7. Shore Capital and its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Shore Capital and/or any of
its affiliates, acting as an investor for its or their own
account(s). Neither Shore Capital nor the Company intends to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
29.8. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (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;
29.9. it is aware of the obligations regarding insider dealing
in the Criminal Justice Act 1993, FSMA, the EU Market Abuse
Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those
obligations;
29.10. in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Shore Capital (for itself and as agent on
behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Shore Capital or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Shore Capital's
absolute discretion (as the case may be) or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at the absolute discretion of Shore Capital or the
Company's registrars, as the case may be. If within a reasonable
time after a request for verification of identity Shore Capital
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Shore
Capital and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
29.11. acknowledges that its commitment to acquire Placing
Shares on the terms set out in this announcement and in the Form of
Confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Shore
Capital's conduct of the Placing;
29.12. 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 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;
29.13. it irrevocably appoints any duly authorised officer of
Shore Capital as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe upon the
terms of this announcement;
29.14. the Company, Shore Capital and others (including each of
their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Shore Capital on its own behalf and on behalf of the
Company and are irrevocable;
29.15. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such account;
29.16. time is of the essence as regards its obligations under this Appendix;
29.17. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any
address provided by it to Shore Capital;
29.18. the Placing Shares will be issued subject to these terms
and conditions of this Appendix; and
29.19. these terms and conditions and all documents into which
they are incorporated by reference or of which they otherwise
validly form a part and/or any agreements entered into pursuant to
these terms and conditions and/or all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of 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 or Shore Capital in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
30. by participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Shore Capital and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Shore Capital, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this announcement, and further agrees
that the provisions of this Appendix shall remain in full force and
effect after completion of the Placing. The agreement to allot and
issue Placing Shares to Placees (or the persons for whom Placees
are contracting as agent) free of stamp duty and stamp duty reserve
tax in the United Kingdom relates only to their allotment and issue
to Placees, or such persons as they nominate as their agents,
direct by the Company. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement related to any other dealings in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty
or stamp duty reserve tax and neither the Company nor Shore Capital
shall be responsible for such stamp duty or stamp duty reserve tax.
If this is the case, each Placee should seek its own advice and
should notify Shore Capital accordingly. In addition, Placees
should note that they will be liable for any capital duty, stamp
duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the acquisition by
them of any Placing Shares or the agreement by them to acquire any
Placing Shares and each Placee, or the Placee's nominee, in respect
of whom (or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or
similar taxes or duties undertakes to pay such taxes and duties,
including any interest and penalties (if applicable), forthwith and
to indemnify on an after-tax basis and to hold harmless the Company
and Shore Capital in the event that the Company and/or Shore
Capital has incurred any such liability to such taxes or duties;
and
31. the representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Shore Capital
for itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Shore Capital does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Shore Capital may (at its absolute
discretion) satisfy its obligation to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Shore Capital, any money held in an account with Shore
Capital 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 made under
FSMA. Each 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 Shore Capital's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this announcement are to London time,
unless otherwise stated.
All times and dates in this announcement may be subject to
amendment.
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.
The price of shares and any income expected from them may go
down as well as up and investors may not receive the full amount
invested upon disposal of the Placing Shares. Past performance is
no guide to future performance, and persons needing advice should
consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or Shore Capital 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 Shore Capital will only
process such information for the purposes set out below
(collectively, the "Purposes"), being to: (a) process a Placee's
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 a Placee's holding of Ordinary Shares, including
processing personal data in connection with credit and money
laundering checks on a Placee; (b) communicate with a Placee as
necessary in connection with a Placee's affairs and generally in
connection with its holding of Ordinary Shares; (c) provide
personal data to such third parties as the Company and/or Shore
Capital 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;
(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 a Placee's personal data for the
Company's and/or Shore Capital'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 Shore Capital of any personal data relating to it in the
manner described above is undertaken: (a) for the purposes of
performance of the contractual arrangements between them; and (b)
to comply with applicable legal obligations. In providing the
Company and/or Shore Capital with information, each Placee 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 Shore Capital 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 has the right to: (a) ask for a copy of their
personal information held; (b) 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.
END
IOESEDEFIFUSEEU
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September 26, 2019 02:02 ET (06:02 GMT)
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