TIDMMBT
RNS Number : 6560D
Mobile Tornado Group PLC
28 April 2017
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
28 April 2017
Mobile Tornado Group plc
Placing of New Ordinary Shares
Placing of up to 24.5 million new Ordinary Shares at 5.0 pence
per share to raise approximately GBP1.2 million
Mobile Tornado Group plc (AIM:MBT) ("Mobile Tornado", the
"Company" and, together with its subsidiary undertakings, the
"Group") today announces a placing of up to 24.5 million new
ordinary shares of 2 pence each ("Ordinary Shares"), representing
approximately 10 per cent. of the existing issued ordinary share
capital of the Company (the "Placing Shares") at a price of 5.0
pence per Placing Share (the "Placing Price") to raise
approximately GBP1.2 million (before expenses) (the "Placing").
Background to and reasons for the Placing
Mobile Tornado provides mission-critical Instant Communication
services for mobile devices, with a focus on enterprise workforce
management. Mission-critical applications, including Trunked Radio
Systems ("TRS") and its basic trunking service known as Push to
Talk ("PTT") have been serving public safety, utility sectors and
other vertical industries for decades. However TRS mainly uses
Private Mobile Radio ("PMR") technologies (TETRA, P25, iDEN) which
are narrowband, low capacity, non-standardised and fragmented. TRS
users are showing an increasing demand for broadband data
applications such as Push to Video, real time video surveillance
and location based services, all of which require TRS to upgrade
from narrowband to broadband. However, traditional PMR systems are
unable to upgrade to broadband trunking. Furthermore, many
countries are looking to upgrade existing public safety networks
but it is widely considered too expensive to build new broadband
TRS nationally and therefore far more efficient to utilise existing
broadband networks. In addition, operators are seeking to develop
the B2B market by providing mission critical services across their
commercial cellular network. Long term evolution ("LTE") has
therefore become an essential option for mission critical
communications delivering high speed connection, low latency and
massive connections.
The Company's products are designed to deliver highly scalable
recurring monthly subscription revenue for the Company. The
Directors continue to believe that the change in market adoption
rate, together with the agreements, relationships and customer
reference sites already established, provide the Company with a
clear route to profitability and material operating leverage as a
result of Mobile Tornado's continuing product enhancements and
partner-led global sales activities.
The Directors believe that there is significant potential for a
material uplift in recurring revenues from current levels to be
derived from existing deals in South America, Europe and Africa.
Furthermore, the Company continues to pursue high margin server
installation and professional services deals, which together with
the ability to provide its clients with a complete suite of
services including a combined device, server and despatch
integrated solution, a new Software Development Kit as well as a
new Despatch Console service, give the Directors confidence that
Mobile Tornado is optimally positioned to take advantage of the
continued growth in the global PTT market.
In order to drive this growth in revenues, and following the
appointment of Avi Tooba as Chief Executive Officer, the Company
has strengthened its engineering teams, opening up a technical
centre in Ukraine to capitalise on established talent pools that
have deep experience of instant communications.
The net proceeds of the Placing will be used to fund the working
capital requirements of the Company through to anticipated cashflow
breakeven. It is intended that the net proceeds will therefore be
primarily allocated to:
-- Fund continued growth and development of the Company's new
R&D centre in Ukraine, thereby supporting new functionality and
feature sets
-- Further develop and rollout the Company's new Software
Development Kit in order to leverage its expertise in this
substantial market opportunity
-- Support the launch of the new Dispatch Console, expected to be released in July 2017
-- Repayment of deferred operating expenses and professional fees
Details of the proposed Placing
The Placing Shares represent approximately 10 per cent. of the
existing issued ordinary share capital of the Company.
Investec Bank plc ("Investec") is acting as nominated adviser,
sole broker and sole bookrunner in connection with the Placing.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being the "Announcement").
The Placing Shares, when issued, will be 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 after the date of issue.
Application will be made for the Placing Shares to be admitted
to trading on the AIM market ("AIM") of London Stock Exchange plc
(the "London Stock Exchange") ("Admission").
The Placing is conditional, amongst other things, upon Admission
becoming effective and the placing agreement between, amongst
others, the Company and Investec (the "Placing Agreement") not
being terminated in accordance with its terms.
Settlement for the Placing Shares and Admission is expected to
take place at 8.00 a.m. on 3 May 2017. On Admission, the Company
will have up to 272,053,189 Ordinary Shares in issue.
The Appendix to this announcement sets out further information
relating to the Placing and the terms and conditions of the
Placing.
Directors' intended participation in the Placing and related
party transactions
As part of the Placing, the following shareholders, all of whom
are related parties for the purposes of the AIM Rules for Companies
(the "AIM Rules") because they are either directors of the Company
("Directors") or substantial shareholders, have indicated that they
intend to participate in the Placing at the Placing Price as
follows:
Number Number
of existing of Ordinary
Ordinary Number Shares Shareholding
Related Shares of Placing held on on Admission*
party held Shares Admission (%)
Jeremy Fenn 8,434,752 3,000,000 11,434,752 4.25
Avi Tooba - 3,000,000 3,000,000 1.12
Peter Wilkinson 28,146,141 6,000,000 34,146,141 12.70
*assumes total issued share capital of 272,053,189 million
Ordinary Shares post Admission
The above proposed participations will be related party
transactions under Rule 13 of the AIM Rules.
Richard James, being the only Director not participating in the
Placing, considers, having consulted with the Company's Nominated
Adviser, Investec, that the terms of the Related Party Transactions
in relation to the Placing are fair and reasonable in so far as the
Company's shareholders are concerned.
Capital Reorganisation
After the Placing, the Directors propose to take the opportunity
to restructure the Company's balance sheet. It is proposed that
InTechnology capitalises up to GBP1.2 million of indebtedness owed
to it by the Company into ordinary shares in the Company's share
capital at the Placing Price (the "Capital Reorganisation").
The Directors believe that this Capital Reorganisation would, if
approved, allow the Company to better pursue its growth
opportunities with a strengthened balance sheet, removing capital
constraints and helping it in contract negotiations with potential
customers.
The Capital Reorganisation is conditional on shareholder
approval and will be put to Shareholders at the Company's annual
general meeting on 6 June 2017.
The Capital Reorganisation is a related party transactions under
Rule 13 of the AIM Rules.
Jeremy Fenn and Avi Tooba, being the Independent Directors,
consider, having consulted with the Company's Nominated Adviser,
Investec, that the terms of the Related Party Transaction in
relation to the Capital Reorganisation are fair and reasonable in
so far as the Company's shareholders are concerned.
Enquiries:
Mobile Tornado Group plc www.mobiletornado.com
Jeremy Fenn, Chairman +44 (0)7734 475 888
Investec Bank plc (Nominated
Adviser & Broker) +44 (0)20 7597 5970
Dominic Emery / Carlton Nelson/
Sebastian Lawrence
Walbrook PR Ltd +44 (0)20 7933 8780
or
Paul Cornelius / Helen Cresswell mobiletornado@walbrookpr.com
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Investec is authorised by the Prudential Regulation Authority
(the "PRA") and regulated by the Financial Conduct Authority (the
"FCA") and the Prudential Regulation Authority in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and Investec will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Investec 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 therefore is expressly disclaimed.
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,
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.
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) IF 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
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN MOBILE TORNADO GROUP PLC.
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. 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 OWN 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.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Investec 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. Persons into whose possession this Announcement comes are
required by the Company and Investec to inform themselves about and
to observe any such restrictions.
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 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 offered
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 the
"Important Notices" 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") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, 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 the 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:
a) it is a Qualified Investor within the meaning of Article
2(1)(E) of the Prospectus Directive; and
b) 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:
(i) 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 Investec has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State 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;
and
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; and
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 4 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
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. 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
contract note 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
Investec or the Company or any other person and none of Investec,
the Company nor any other person acting on such person's behalf nor
any of their 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. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Investec 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,
Investec, 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 issued ordinary
shares of 2 pence each ("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. As part of
the Placing, the Company has agreed that it will not for a period
of 90 days after (but including) Admission, enter into any or
procure or permit the Company or any group company to enter into
any commitment or agreement which could materially or adversely
affect the Placing, or is material in the context of the business
or affairs of the Group taken as a whole, without the prior written
consent of Investec.
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 at 8.00 a.m. on 3
May 2017 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
1. Investec is acting as nominated adviser, sole broker and sole
bookrunner to the Placing, as agent for and on behalf of the
Company. Investec is authorised in the United Kingdom by the PRA
and regulated by the FCA and the PRA, 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 Investec 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 Investec to
participate. Investec and any of its affiliates are entitled to
participate in the Placing as principal.
3. The price per Placing Share (the "Placing Price") is fixed at
6 pence and is payable to Investec (as agent for the Company) by
all Placees.
4. Each Placee's allocation will be determined by Investec in
its discretion following consultation with the Company and will be
confirmed orally by Investec.
5. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Investec. The terms of
this Appendix will be deemed incorporated in that contract
note.
6. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with Investec's
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Investec (as
agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to acquire
and the Company has agreed to allot and issue to that Placee.
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 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, neither (a) Investec, (b) any of its affiliates, agents,
directors, officers, employees or consultants nor (c) to the extent
not contained within (a) or (b), any person connected with Investec
as defined in FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Investec) 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 Investec nor any of its
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Investec's
conduct of the Placing or of such alternative method of effecting
the Placing as Investec and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to Investec.
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 Investec in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with Investec.
Settlement of transactions in the Placing Shares (ISIN:
GB00B01RQV23) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by Investec and is
expected to occur at 8.00 a.m. on 3 May 2017 (the "Settlement
Date") in accordance with the contract notes. 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 Investec may agree that the Placing Shares should be issued in
certificated form. Investec 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 Investec.
Each Placee is deemed to agree that if it does not comply with
these obligations, Investec may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for Investec's
own account and benefit (as agent to the Company), 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 contract note 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 Investec under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) none of the representations or warranties on the part of the
Company contained in the Placing Agreement being untrue or
inaccurate or misleading in any material respect at any time
between the date on which the Placing Agreement is signed and
Admission, by reference to the facts and circumstances from time to
time subsisting;
(b) the Company having complied with its material obligations
under the Placing Agreement to the extent that they fall to be
performed on or before Admission; and
(c) Admission having become effective at or before 8.00 a.m. on
3 May 2017 or such later time as Investec may agree with the
Company (but in any event not later than 8.00 a.m. on 31 May
2017),
(all conditions to the obligations of Investec 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 Investec may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's 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.
Investec may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the conditions in
the Placing Agreement in whole or in part, or extend the time
provided for fulfilment of one or more conditions, save that the
condition relating to Admission referred to in paragraph (c) above
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Investec may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of Investec, the Company or any of their respective
affiliates, agents, directors, officers or employees nor the
Company 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
Investec.
Termination of the Placing
Investec may terminate the Placing Agreement at any time before
Admission if, inter alia:
1. any warranty or representation given by the Company is, or
would be if repeated at any time up to Admission (by reference to
the facts and circumstances then existing) untrue, inaccurate or
misleading in any material respect;
2. in the sole judgement of Investec (acting reasonably and in
good faith) there has occurred any Material Adverse Effect since
the date of the Placing Agreement or there is a fact, circumstance
or development reasonably likely to cause a Material Adverse
Effect;
3. any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing has become or been
discovered to be untrue, inaccurate or misleading in any material
respect; or
4. there has been a force majeure event which in the opinion of
Investec (acting reasonably and in good faith) makes it impractical
or inadvisable to proceed with the Placing.
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 Investec that the exercise by the Company or Investec
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 Investec or for agreement between the Company and
Investec (as the case may be) and that neither the Company nor
Investec need make any reference to such Placee and that none of
the Company, Investec 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 Investec of a contract note 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 Investec 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 Investec nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor 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 Investec,
the Company, any of their respective affiliates, agents, directors,
employees or officers or any person acting on behalf of any of them
to provide it with any such information;
5. neither Investec nor any person acting on behalf of it nor
any of its 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. (a) the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in 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 Investec, nor the Company (nor any of their respective
affiliates, agents, directors, officers and employees) have 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 Investec or any person
acting on its 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 Investec nor any
persons 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 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, Australia, Canada, the 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, Australia, Canada, the Republic of South
Africa or Japan or in any country or jurisdiction where any such
action for that purpose is required;
9. 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 pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
placees or sold at such price as Investec determines;
10. it and/or each person on whose behalf it is participating:
a) is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b) has fully observed such laws and regulations;
c) 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
d) 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;
11. 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 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 or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
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 understands that 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;
14. 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;
15. it understands that: (a) the Placing Shares are "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act; (b) no representation is made as to the
availability of the exemption provided by Rule 144 for resales of
Placing Shares; and (c) it will not deposit the Placing Shares in a
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
16. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a) in the United States, to a person it reasonably believes to
be a QIB in a transaction meeting the requirements of Rule
144A;
b) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
c) pursuant to another exemption from registration under the
Securities Act, if available,
17. and in each case in accordance with all applicable
securities laws of the states of the United States and other
jurisdictions;
18. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
19. understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS.";
20. 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;
21. none of Investec, its affiliates and 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 Investec and that Investec 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;
22. it will make payment to Investec 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 Investec determines in its
absolute discretion 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;
23. no action has been or will be taken by any of the Company,
Investec or any person acting on behalf of the Company or Investec
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;
24. 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. Investec and the Company will not 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
indemnify the Company and Investec in respect of the same on the
basis that the Placing Shares will be allotted to a CREST stock
account of Investec or transferred to a CREST stock account of
Investec who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement
instructions with it;
25. 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/or Investec
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);
26. 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;
27. 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;
28. 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;
29. if it is within the EEA, it is a Qualified Investor as
defined in section 86(7) of the FSMA, being a person falling within
Article 2(1)(e) of the Prospectus Directive;
30. 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 and
agrees that this Announcement has not been approved by Investec in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
31. 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);
32. represents and warrants that, 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
Investec has been given to the offer or resale;
33. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not:
a) dealt in the securities of the Company;
b) encouraged or required another person to deal in the
securities of the Company; or
c) disclosed such information to any person, prior to the
information being made publicly available;
34. none of Investec, any of its affiliates 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;
35. neither Investec, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of Investec or its 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 any of Investec's rights and obligations thereunder including
any rights to waive or vary any conditions or exercise any
termination right;
36. acknowledges and accepts that Investec 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, Investec will not make any public
disclosure in relation to such transactions;
37. Investec and its affiliates, 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, Investec and/or any of their respective affiliates
acting as an investor for its or their own account(s). Neither
Investec 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;
38. 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;
39. in order to ensure compliance with the Regulations, Investec
(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 Investec or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Investec's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
Investec'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 Investec (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, Investec 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;
40. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note 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
Investec's conduct of the Placing;
41. 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;
42. it irrevocably appoints any duly authorised officer of
Investec 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;
43. the Company, Investec and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Investec on its own behalf and on behalf of the
Company and are irrevocable;
44. 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;
45. time is of the essence as regards its obligations under this Appendix;
46. 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 Investec;
47. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
48. the terms and conditions contained 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 Investec 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, Investec 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 Investec, 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 Investec 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 Investec
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 Investec in the event that either
the Company and/or Investec have incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Investec for
itself and on behalf of the Company and are irrevocable.
Investec is authorised by the PRA and regulated by the FCA and
the PRA in the United Kingdom and is acting exclusively for the
Company and no one else in connection with the Placing, and
Investec will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Investec 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 Investec may (at its absolute
discretion) satisfy its 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 Investec, any money held in an account with Investec
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 Investec's money 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. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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 pursuant to the Placing will not
be admitted to trading on any stock exchange other than 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEIPMATMBATMIR
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April 28, 2017 02:01 ET (06:01 GMT)
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