TIDMBLUR
RNS Number : 2242R
Blur Group PLC
20 September 2017
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). Market soundings,
as defined in MAR, were taken in respect of the Fundraising, with
the result that certain persons became aware of inside information,
as permitted by MAR. That inside information is set out in this
announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to the Company and its securities.
blur Group Plc
("blur", the "Group" or the "Company")
Proposed Placing to raise GBP1.2 million
blur Group plc (AIM: BLUR) announces that it intends to raise
GBP1.2 million (before expenses) by way of a conditional placing of
Ordinary Shares at a price of 4 pence per Ordinary Share.
Highlights
-- Placing to raise gross proceeds of GBP1.2 million at 4 pence per Ordinary Share.
-- 1 Warrant per 2 Ordinary Shares subscribed for in the
Placing, at an exercise price of 6 pence per Warrant (representing
a 50 per cent. premium to the Placing Price), with an exercise
period of 12 months commencing on the anniversary of Admission of
the Placing Shares, resulting in Warrants being issued over
15,000,000 Ordinary Shares based on a Placing size of GBP1.2
million.
-- Following completion of the Board restructuring on 1 August
2017, a review of the business was carried out during August,
highlighting the following:
-- areas to achieve immediate cost efficiency improvements
-- affirmation of Enterprise customer acquisition strategy
-- confidence in the blur PaaS (Procurement as a service) core
proposition
-- commitment to product development
-- The Board believes that it would be in the best interests of
the business to secure additional funding to provide blur with
sufficient working capital to fund growth for approximately 2
years.
-- The Placing Shares are being offered by way of an accelerated
bookbuild, which will be launched immediately following this
announcement. N+1 Singer will be acting as sole bookrunner in
connection with the Bookbuilding Process.
-- The issue of the Placing Shares is conditional upon, amongst
other things, the passing of the Resolutions at the General Meeting
to be held on 9 October 2017 and the admission of the Placing
Shares to trading on AIM.
-- The Placing Shares will represent approximately 17% of the
enlarged share capital on Admission.
A circular which will provide further details of the Placing and
include a notice convening the General Meeting will be sent to
Shareholders and be available on the Company's website in the
coming days.
It is expected that the Placing Shares will be admitted to
trading on AIM at 8.00 a.m. on 10 October 2017, following approval
of the Resolutions at the General Meeting.
David Rowe, Chairman, commented:
"During August 2017 the new board has reviewed the plans for the
business and taken immediate steps under Laurence Cook's leadership
to improve cost efficiency. Going forward we are focused on
converting new Enterprise customers whilst continuing to develop
the blur Procurement as a Service (PaaS) cloud platform including
A.I. enhancements as we scale. The Board is keen that the business
has the resources to execute plans over the longer term and so we
have taken steps to ensure that the business is fully funded for
approximately two years."
Announcement of completion expected by 5 pm on 20
of the Bookbuilding Process September 2017
Posting of the Circular 22 September 2017
and Form of Proxy
Latest time and date for 10 am on 5 October 2017
receipt of the Forms of
Proxy
Time and date of General 10 am on 9 October 2017
Meeting
Admission and commencement 8 am on 10 October 2017
of dealings in the Placing
Shares
Despatch of warrant certificates 31 October 2017
to Placees
Terms used but not defined in this Announcement shall have the
meanings given to such terms in the Circular. This Announcement
contains inside information for the purposes of Article 7 of EU
Regulation 596/2014 ("MAR"). In addition, market soundings (as
defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and
its securities.
Enquiries:
blur Group plc
David Rowe (Chairman) +44 (0) 1392 927618
N+1 Singer (Nominated Adviser & Broker)
Shaun Dobson
James White +44 (0)20 7496 3000
ADDITIONAL INFORMATION ON THE PLACING
Introduction
The Company today announces its intention to raise GBP1.2
million before expenses from the issue and allotment by the Company
of the Placing Shares at the Placing Price. The net proceeds of the
Placing will be used to extend the runway for the business to fund
working capital and ongoing product development for approximately 2
years from receipt of the Placing proceeds. Placees will be
entitled to receive one Warrant for every 2 Placing Shares
subscribed for (rounded down to the nearest whole warrant) with an
exercise price of 6 pence, exercisable at any time in the period
commencing on the first anniversary of Admission and ending 12
months thereafter (a total of 15,000,000 Warrants based on a
Placing size of GBP1.2 million).
The Placing Shares will be placed with institutional and other
investors, and the Placing and the issue of the Warrants is
conditional, inter alia, upon the Company obtaining approval from
Shareholders to disapply pre-emption rights and grant the Board
authority to allot the Placing Shares and issue the Warrants.
Completion of the Placing and the issue of the Warrants is
therefore conditional upon the passing of the Resolutions to be set
out in the Notice of General Meeting. The Placing, which has been
arranged by N+1 Singer pursuant to the terms of the Placing
Agreement, is not being underwritten.
Background to the Placing
Following the announcement of the July placing, a number of
changes have been made to blur Group plc's Board of directors.
David Rowe was appointed as chairman with Preeti Mardia, Richard
Rae and Richard Croft being appointed to the Board as non-executive
directors on 12 July 2017. Simultaneous with these new
appointments, David Sherriff, Roger de Peyrecave, Rob Wirszycz and
Kara Cardinale stepped down from the Board. Tim Allen, Chief
Financial Officer, also stepped down from the Board on 28 July 2017
and James Porter, blur's existing group financial controller, took
up the position of interim finance lead. On 1 August 2017 Philip
Letts, Chief Executive Officer stepped down from the Board, and was
replaced by Laurence Cook on 7 August 2017.
Since completion of the July placing and the resumption of
trading in the Company's ordinary shares on AIM, the new Board has
reviewed the operations of the business and confirmed its belief in
the quality of its platform and its prospects. The Placing is
intended to provide the resources to execute its plans for the
business over the longer term. Following completion of the Placing
it is expected that the business will be fully funded for
approximately two years.
Information on the Warrants
Pursuant to a resolution of the Board, and conditional on
Admission, the Company has determined to create and issue Warrants
such that Placees will be entitled to receive one Warrant for every
two Placing Shares (rounded down to the nearest whole Warrant) at
an exercise price of 6 pence per Warrant (representing a 50 per
cent. premium to the Placing Price) with an exercise period of 12
months commencing on the anniversary of Admission of the Placing
Shares, resulting in Warrants being issued over 15,000,000 Ordinary
Shares.
No application is being made for the Warrants to be traded on
AIM or any other public market although the Warrants are
transferable under the terms of the Warrant Instrument. If any of
the Warrants remain unexercised after the final exercise date, they
will lapse.
A copy of the Warrant Instrument, which contains provisions
typically found in such instruments, including those relating to
the adjustment of the terms of the Warrants, protections for
holders of Warrants and the procedures for the modification of the
rights of the Warrants, will be available to download from the
Company's website.
Should all Warrants issued pursuant to the Placing be exercised,
assuming no other Ordinary Shares are issued by the Company, the
new Ordinary Shares that will be issued pursuant to the Warrants
will represent approximately 8% of the Company's enlarged issued
ordinary share capital on admission of the Placing Shares.
In combination with the warrants issued pursuant to the
Company's placing completed in August 2017 (entitling those warrant
holders to subscribe for one additional new ordinary share at a
price of 3.5 pence) there are warrants over 39,654,231 Ordinary
Shares, representing approximately 22.4% of the Company's enlarged
issued ordinary share capital on admission of the Placing
Shares.
Director participation
Each of the directors listed in the table below has indicated
his or her interest in participating in the Placing as set out in
the table below:
Amount indicated Number of Placing
(GBP) Shares
------------ ----------------- ------------------
David Rowe 100,000 2,500,000
------------ ----------------- ------------------
Preeti
Mardia 20,000 500,000
------------ ----------------- ------------------
Richard
Rae 40,000 1,000,000
------------ ----------------- ------------------
Richard
Croft 20,000 500,000
------------ ----------------- ------------------
Substantial shareholder participation
Charles Street International Holdings Limited has indicated its
interest in subscribing for Placing Shares. In respect of the
warrants that would be issued to Charles Street International
Holdings Limited if they participate in the Placing, Charles Street
International Holdings Limited and Robert Keith, an executive of
Charles Street International Holdings Limited, will irrevocably
undertake to the Company and N+1 Singer that they will not, and
shall procure that no person shall, exercise these warrants unless
doing so will maintain the total combined shareholding, of Charles
Street International Holdings Limited and Robert Keith, below 30%
of the enlarged total voting rights in the Company's share capital
at that time.
Further Information on the Placing
The Company proposes to raise GBP1.2 million (before expenses)
through the issue of the Placing Shares at the Placing Price of
4p.
Pursuant to the terms of the Placing Agreement, N+1 Singer, as
agent for the Company, has conditionally agreed to use its
reasonable endeavours to place the Placing Shares with certain
institutional and other investors. The Placing Agreement is
conditional upon, amongst other things, the Resolutions being duly
passed at the General Meeting and Admission becoming effective on
or before 8.00 a.m. on 10 October 2017 (or such later time and/or
date as the Company and N+1 Singer may agree, but in any event by
no later than 8.00 a.m. on 31 October 2017).
The Placing Agreement contains warranties from the Company in
favour of N+1 Singer in relation to, amongst other things, the
accuracy of the information in this announcement, the Circular and
other matters relating to the Group and its business. In addition,
the Company has agreed to indemnify N+1 Singer and its affiliates
in relation to certain liabilities they may incur in respect of the
Placing. N+1 Singer can terminate the Placing Agreement at any time
prior to Admission on notice and in certain other circumstances,
including in the event of a material breach of the warranties given
in the Placing Agreement, the failure of the Company to comply with
its obligations under the Placing Agreement, the occurrence of a
force majeure event which in N+1 Singer's reasonable opinion may be
material and adverse to the Company or the Placing, or a material
adverse change affecting the financial position or business or
prospects of the Company. If this right is exercised the Placing
will not proceed. The Placing is not being underwritten by N+1
Singer.
The Company has agreed to pay certain fees and commissions to
N+1 Singer in respect of the Placing.
Application will be made for the Placing Shares to be admitted
to trading on AIM and it is expected that Admission will become
effective and that dealings in the Placing Shares will commence at
8.00 a.m. on 10 October 2017.
The Placing Shares will, if and when issued, rank pari passu in
all respects with the Existing Ordinary Shares including the right
to receive dividends and other distributions declared following
Admission.
Incentive based remuneration
As outlined in the Company's announcement on 7 July, the Board
has now approved the incentive structure for David Rowe, linked to
share price performance and EBITDA targets. The performance targets
outlined remain unchanged, and the timescales have been defined as
follows:
-- If the Company's average share price is 10 pence or more for
3 months by 31 December 2019, David Rowe will be entitled to
subscribe for Ordinary Shares equivalent to 2.5% of the Company's
issued share capital at that time.
-- If the Company's average share price is 15 pence or more for
3 months by 31 December 2020, David Rowe will be entitled to
subscribe for Ordinary Shares equivalent to 2.5% of the Company's
issued share capital at that time.
-- If the Company becomes EBITDA positive, as stated in audited
annual accounts of the Company, by no later than 31 December 2021,
David Rowe will be entitled to subscribe for Ordinary Shares
equivalent to 2.5% of the Company's issued share capital at that
time.
("Conditions and each a Condition")
The incentive structure is envisaged to involve the issue of a
special class of shares in the trading subsidiary of the Company.
These shares will be exchanged for a certain number of new ordinary
shares in the Company in line with the Conditions.
Shareholder approval will be sought for authority to allot up to
35,000,000 ordinary shares in the capital of the Company, allotment
of which shall be subject always to the percentage caps listed in
the Conditions.
Recommendation and voting intentions
Shareholders should be aware that if any of the Resolutions are
not passed, the Placing will not proceed. The Directors believe
that the Resolutions to be proposed at the General Meeting are in
the best interests of the Company and Shareholders as a whole and
unanimously recommend that Shareholders vote in favour of the
Resolutions.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (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, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA 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. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
BLUR GROUP PLC.
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
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
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) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE 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 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 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, N+1 Singer 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 such 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, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "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
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan 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 Australia, Canada, Japan 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 obligations 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.
By participating in the Placing, 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 acquiring
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 Directive (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(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
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 N+1 Singer 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 Directive 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 in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and
subject to any further terms set forth in the form of confirmation
to be sent to individual Placees.
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 neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, the Company or any other person and none of N+1 Singer, 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
N+1 Singer has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, N+1
Singer, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 10
October 2017 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and broker to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("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 the customers of N+1 Singer 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 N+1 Singer to participate.
N+1 Singer and any of its respective affiliates are entitled to
participate in the Placing as principal.
3 The price per Placing Share is fixed at 4 pence and is payable
to N+1 Singer by all Placees.
4 Each Placee's allocation is determined by N+1 Singer in its
discretion following consultation with the Company and has been or
will be confirmed orally by N+1 Singer 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 N+1 Singer 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
Company's articles of association. Except with N+1 Singer's 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 such Placee by N+1 Singer. The terms
of this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price multiplied by 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 acquired 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 N+1 Singer 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) N+1 Singer, (b) any of N+1 Singer's affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with N+1 Singer
as defined in the Financial Services and Markets Act 2000 ("FSMA")
((b) and (c) being together "affiliates" and individually an
"affiliate" of N+1 Singer), (d) any person acting on N+1 Singer'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, neither N+1 Singer nor any of its respective 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
N+1 Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to N+1 Singer.
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 N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00B8DX2616) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 10 October 2017 unless otherwise notified
by N+1 Singer and Admission is expected to occur no later than 8.00
a.m. on 10 October 2017 unless otherwise notified by N+1 Singer.
Admission and settlement may occur at an earlier date, which if
achievable, will be set out in the Circular. Settlement will be on
a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and N+1 Singer may agree that the Placing Shares should be issued
in certificated form. N+1 Singer reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee is deemed to agree that if it does not comply with
these obligations, N+1 Singer may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for N+1
Singer's own 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
amount owed by it and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the passing of the Resolutions (without any amendment which
has not been previously approved by N+1 Singer) by 5.00 p.m. on the
day of the General Meeting;
(b) none of the warranties or undertakings on the part of the
Company contained in the Placing Agreement being or having become
untrue, inaccurate or misleading at any time before Admission, and
no fact or circumstance having arisen which would constitute a
breach of any of the Warranties or undertakings given in the
Placing Agreement;
(c) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(d) Admission occurring by not later than 8.00 a.m. on 10
October 2017 (or such later date as the Company and N1 Singer may
agree in writing, in any event being not later than the 31 October
2017),
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement 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 N+1 Singer may agree, provided
that the time for satisfaction of the condition set out in (d)
above shall not be extended beyond 8.00 a.m. on 31 October 2017),
or the Placing Agreement is terminated in accordance with its
terms, the Placing will lapse and the Placees' rights and
obligations shall cease and 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 above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by N+1
Singer, in its absolute discretion by notice in writing to the
Company and N+1 Singer 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.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers, 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 to the Placing
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 N+1 Singer.
Termination of the Placing
N+1 Singer may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission and if, inter
alia:
1 it comes to the attention of N+1 Singer that any of the
warranties were not true or accurate, or were misleading when given
or deemed given; or
2 it comes to the attention of N+1 Singer that the Company has
failed to comply with its obligations under the Placing Agreement,
FSMA, the AIM Rules or other applicable Law; or
3 it comes to the attention of N+1 Singer that any statement
contained in the documents issued in connection with the Placing
has become or been discovered to be untrue, inaccurate or
misleading; or
4 there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of N+1 Singer, will or is likely to
be prejudicial 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 as described in this Announcement shall cease and 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 N+1 Singer that the exercise by the Company or N+1
Singer 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 N+1 Singer and that neither of the
Company nor N+1 Singer need make any reference to such Placee and
that neither N+1 Singer, 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 under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer 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 N+1 Singer expressly agrees in writing to the
contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
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
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither N+1 Singer, 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 neither
of N+1 Singer, 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 neither N+1 Singer, any person acting on behalf of them or any
of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in 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 Publicly Available Information; (b) neither N+1
Singer, 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 Publicly Available Information; (c) 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; and (d) has not relied on
any investigation that N+1 Singer or any person acting on their
behalf may have conducted with respect to the Company, the Placing
or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
persons acting on behalf of it 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 Publicly Available Information 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, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8 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, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 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
9.4 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;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa, 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 Australia, Canada,
Japan, the Republic of Ireland or the Republic of South Africa and
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 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;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 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;
15 neither N+1 Singer, its respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, 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 N+1
Singer and N+1 Singer 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;
16 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 N+1 Singer 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 N+1 Singer 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;
17 no action has been or will be taken by any of the Company,
N+1 Singer 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;
18 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 N+1 Singer 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 N+1 Singer 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 N+1 Singer or transferred to a
CREST stock account of N+1 Singer who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19 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 N+1 Singer
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);
20 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;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. 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;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (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 Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer has been given to the offer or
resale;
27 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28 neither N+1 Singer nor any of its respective 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 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 information 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 neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of N+1 Singer, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, 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 N+1 Singer's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30 acknowledges and accepts that N+1 Singer may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions;
31 N+1 Singer and each of 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 N+1 Singer and/or any of
its respective affiliates, acting as an investor for its or their
own account(s). Neither N+1 Singer nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
32 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the expiry of a
period of six months from Admission except, in circumstances which
have not resulted and which will not result in an offer to the
public in any member state of the EEA within the meaning of the
Prospectus Directive;
33 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 Regulations 2007 (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;
34 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;
35 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (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 N+1 Singer's or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at N+1 Singer's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at N+1 Singer's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity N+1 Singer's (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer 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;
36 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 N+1
Singer's conduct of the Placing;
37 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;
38 it irrevocably appoints any duly authorised officer of N+1
Singer 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 or purchase upon
the terms of this Announcement;
39 the Company, N+1 Singer 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 N+1 Singer, on their own behalf and on behalf of the
Company and are irrevocable;
40 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 accounts;
41 time is of the essence as regards its obligations under this Appendix;
42 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 N+1 Singer;
43 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
44 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire 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 N+1 Singer in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer 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 N+1 Singer, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The 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 N+1 Singer shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
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 N+1 Singer in the event that
either the Company and/or N+1 Singer has incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer 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 N+1 Singer may (at its absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer 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 N+1 Singer'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 get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM market of 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, this Announcement.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise.
"Admission" the admission of the Placing Shares
to trading on AIM becoming effective
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 from
time to time
"Announcement" this announcement (including the
Appendix and information contained
therein)
"Board" the board of directors of the Company
"Business Day" any day on which banks are usually
open in England and Wales for the
transaction of business, other than
a Saturday, Sunday or public holiday
"Bookbuilding the process to be carried out by
Process" N+1 Singer in seeking to procure
Placees for the Placing Shares
"certificated" a share or other security not held
or "in certificated in uncertificated form (that is,
form" not in CREST)
"Circular" the circular to be issued by the
Company to Shareholders including,
inter alia, details of the Placing
"Company" or blur Group plc, a public limited
"blur" company incorporated in England
and Wales with registered number
08188404
"Company's Computershare Investor Services
Registrars" plc
"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
from time to time)
"Directors" the directors of the Company from
time to time
"Existing Ordinary the issued share capital of the
Shares" Company as at the date of this Announcement,
being 147,092,851 Ordinary Shares
"FCA" the United Kingdom Financial Conduct
Authority in its capacity as the
competent authority for the purposes
of Part VI of FSMA
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the general meeting of the Company
to be held at 10 a.m. on 9 October
2017, to be convened by the Notice,
or any reconvened meeting following
any adjournment of the general meeting
"Group" the Company and its subsidiaries
and subsidiary undertakings from
time to time including, where the
context requires, any one or more
of such companies
"London Stock London Stock Exchange plc
Exchange"
"N+1 Singer" Nplus1 Singer Advisory LLP and,
where the context allows, its affiliates,
the Company's nominated adviser,
broker and bookrunner, which is
incorporated as a limited liability
partnership in England and Wales
with registered number OC364131
"Notice" or the notice of the General Meeting
"Notice of to be contained in the Circular
General Meeting"
"Ordinary Shares" the ordinary shares of 1 pence each
in the capital of the Company and
"Ordinary Share" is to be construed
accordingly
"Placee" any person that has conditionally
agreed to subscribe for Placing
Shares
"Placing" the conditional placing, by N+1
Singer, as agent of and on behalf
of blur, of the Placing Shares on
the terms and subject to the conditions
contained in the Placing Agreement
"Placing Agreement" the conditional placing agreement
dated 20 September 2017 between
blur and N+1 Singer relating to
the Placing
"Placing Price" 4 pence per Placing Share
"Placing Shares" the new Ordinary Shares to be issued
to Placees pursuant to the Placing
"Prospectus directive 2003/71/EC on the requirements
Directive" for a prospectus to be published
when securities are offered to the
public or admitted to trading
"Resolutions" the resolutions to be proposed at
the General Meeting, to be set out
in the Notice of General Meeting
"Shareholder" a holder of Ordinary Shares from
time to time
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
"United States" the United States of America
or "US"
"GBP", "Pounds the lawful currency of the United
Sterling" or Kingdom
"Pence"
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUKAURBRAKAUR
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September 20, 2017 02:01 ET (06:01 GMT)
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