TIDMMIN
RNS Number : 5773Z
Minoan Group PLC
18 December 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 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, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF MINOAN GROUP PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
18 December 2017
MINOAN GROUP PLC
("Minoan" or the "Company")
Subscription which has raised GBP300,000 at 6 pence per
share
Broker Offer to place up to approximately 16.7 million shares at
6 pence per share
Approach for purchase of Travel & Leisure division
Minoan Group PLC (AIM:MIN) is pleased to announce the completion
of a private subscription for 5,000,000 ordinary shares of 1 pence
each in the capital of the Company ("Ordinary Shares") which has
raised GBP300,000 before expenses (the "Subscription"). In
addition, a Broker Offer is being made by the Company's nominated
adviser and broker, WH Ireland Limited ("WH Ireland") to accept
applications to subscribe for up to approximately 16.7 million
Ordinary Shares at a price of 6 pence per share (the "Broker
Offer").
Highlights:
-- Subscription of 5,000,000 Ordinary Shares raising GBP300,000
at a price of 6 pence per share.
-- In addition, the Broker Offer is being made by WH Ireland on
behalf of the Company so as to raise up to approximately GBP1
million before expenses.
-- Broker Offer is being made through an accelerated book build
process which will open with immediate effect following this
announcement and is expected to close by 4.30pm on 19 December
2017.
-- Proceeds to be used to assist with the Company's working
capital position, as further detailed below.
-- Subscription Price represents a discount of approximately
21.3 per cent to the closing mid-market price of Minoan's existing
Ordinary Shares of 7.625 pence on 15 December 2017.
-- Subscription Shares and Broker Offer Shares, assuming full
take-up of the Broker Offer, will represent approximately 10.2 per
cent. of the Company's existing issued ordinary share capital.
-- Further details of the Broker Offer are set out in the appendix to this announcement.
-- Following the dismissal of appeals in June 2017 the Group has
reviewed it operations and aims to concentrate its efforts on
optimising the value of its project in Crete ("Crete Project").
-- Firm and credible approach received for the sale of the
Travel & Leisure division which may or may not result in the
sale of that division.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of publication of 18 December 2017
this announcement
Expected time for closing 4.30pm on 19 December
of the Broker Offer 2017
Expected date for Admission 28 December 2017
of the Subscription Shares
and the Broker Offer
Shares
CREST accounts to be 28 December 2017
credited for Subscription
Shares and Broker Offer
Shares in uncertificated
form
Expected latest date 3 January 2018
for posting of share
certificates for Subscription
Shares and Broker Offer
Shares
Each of the times and dates above are indicative only and refer
to London time and are subject to change. Any such change will be
notified by an announcement on a Regulatory Information
Service.
Additional information on the Fundraising is included below.
Attention is also drawn to the section headed 'Important Notice'
and to the Appendix to this Announcement containing, inter alia,
the terms and conditions of the Broker Offer (representing
important information for Placees only). The number of Broker Offer
Shares to be issued in connection with the Broker Offer will be
determined by WH Ireland at the close of the Bookbuild process, and
the results of the Broker Offer will be announced as soon as
practicable thereafter. The timing of the closing of the book,
pricing and allocations is at the absolute discretion of WH
Ireland.
Terms used but not defined in this Announcement shall have the
meanings given to such terms in the Definitions section of, or
otherwise in the text of, the Appendix to this Announcement.
Enquiries
Minoan Group Plc
Christopher Egleton christopher.egleton@minoangroup.com
Duncan Wilson 0141 226 2930
Bill Cole 020 8253 4305
WH Ireland (Nominated Adviser,
Broker and Bookrunner)
Bookrunning queries: Jasper
Berry
Corporate finance queries: Adrian
Hadden / Jessica Cave / Alex
Bond 020 7220 1666
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Important Notice
Market soundings, as defined in MAR, were taken in respect of
the Subscription with the result that certain persons became aware
of inside information, as permitted by MAR. That inside information
is set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
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.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the Financial Conduct
Authority, nor does it comprise an admission document prepared in
accordance with the AIM Rules. Accordingly, this Announcement has
not been approved by or filed with the Financial Conduct
Authority.
This Announcement must not be distributed to a US Person (as
such term is defined in Rule 902 of Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act")) or
within or into the United States of America, Canada, Japan, the
Republic of South Africa, the Republic of Ireland or Australia. The
Ordinary Shares have not been and will not be registered under the
Securities Act, and may not be offered or sold or subscribed,
directly or indirectly, within the United States of America,
Canada, Japan, the Republic of South Africa, the Republic of
Ireland or Australia or to or by any US Person or any national,
resident or citizen of Canada, Japan, the Republic of South Africa,
the Republic of Ireland or Australia or any corporation,
partnership or other entity created or organised under the laws
thereof.
WH Ireland Limited ("WH Ireland") which is a member of the
London Stock Exchange and authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as Nominated
Adviser and Broker to Minoan Group plc and no-one else in
connection with the Broker Offer. WH Ireland will not regard any
other person (whether or not a recipient of this Announcement) as
its client or be responsible to any other person for providing the
protections afforded to clients of WH Ireland nor for providing
advice in relation to the transactions and arrangements described
in this Announcement. WH Ireland is not making any representation
or warranty, express or implied, as to the contents of this
Announcement. WH Ireland has not approved the contents of, or any
part of, this Announcement and no liability whatsoever is accepted
by WH Ireland for the accuracy of any information or opinions
contained in this Announcement or for the omission of any
information from this Announcement.
Past performance is not a guide to future performance.
Forward-Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of those, variations or
comparable expressions, including references to assumptions. The
forward-looking statements in this Announcement are based on
current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. These forward-looking
statements speak only as at the date of this Announcement. No
statement in this Announcement is intended to constitute a profit
forecast or profit estimate for any period. Neither the Directors
nor the Group undertake any obligation to update forward-looking
statements or risk factors other than as required by the AIM Rules
or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
Minoan Group PLC
Subscription and Broker Offer to raise up to approximately
GBP1,300,000
Additional Information
1. Introduction
Minoan Group plc (AIM:MIN), the travel and leisure group, is
pleased to announce the completion of a private subscription for
5,000,000 ordinary shares of 1 pence each in the capital of the
Company ("Ordinary Shares") which has raised GBP300,000 before
expenses. In addition, a Broker Offer is being made by the
Company's nominated adviser and broker, WH Ireland Limited ("WH
Ireland"), to accept applications to subscribe for up to
approximately 16.7 million Ordinary Shares at a price of 6 pence
per share ("Broker Offer").
The Broker Offer Shares are being offered by way of an
accelerated bookbuilding process (the "Bookbuild"), which will be
launched immediately following this Announcement in accordance with
the terms and conditions set out in the Appendix to this
Announcement. WH Ireland Limited ("WH Ireland") will be acting as
sole bookrunner in connection with the Bookbuild. A further
announcement will be made to confirm the completion of the
Bookbuild in due course.
2. Background to and reasons for the Fundraising and use of net proceeds
The Company intends to use the net proceeds from the Fundraising
to assist with its working capital position, to continue to provide
funding support for the Travel & Leisure division and to
progress towards unlocking value in its Crete Project, following
the dismissal of the appeals against the Presidential Decree
granting Outline Planning Consent.
The principal assumption underlying the Company's working
capital budget for the current financial year is the disposal of
the Travel & Leisure division which the Board anticipates will
take place in the first half of the financial year. The proceeds
will be used to pay down all, or the majority of, group debt
resulting in the Company being largely debt free. Whilst this will
allow the management team to concentrate its efforts on optimising
value from the Crete Project on behalf of its shareholders, the
disposal of the Travel & Leisure division will also remove the
Company's principal source of working capital in the short term. As
a result, the Company has adopted a stringently conservative
approach to the management of its working capital and is
streamlining its working capital requirements and cost base so that
funds raised from the Subscription and Broker Offer will be
sufficient to provide working capital until the end of the
financial year ending 30 October 2018. During this period the
Company may seek third party finance by way of involving other
parties in the Crete project.
Should the Broker Offer fail or fall short of the desired
amount, the Company will need to seek alternative methods of
financing which it has done successfully when necessary in the
past.
3. Details of the Broker Offer
The Broker Offer Shares will be offered by way of an accelerated
bookbuilding process which will launch immediately following this
Announcement. The Subscription Price represents a discount of
approximately 21.3 per cent. to the closing middle market price of
7.625 pence per Ordinary Share on 15 December 2017, being the
Latest Practicable Date.
The New Ordinary Shares to be issued pursuant to the Broker
Offer will be conditionally placed by WH Ireland, as agent of the
Company, with institutional and other investors who wish to
subscribe New Ordinary Shares, pursuant to the Broker Offer
Agreement. The Broker Offer is conditional, inter alia, on
Admission.
The Broker Offer is exercisable on more than one occasion at any
time prior to the Closing Time. Any Ordinary Shares issued pursuant
to the exercise of the Broker Offer will be issued on the same
terms and conditions as the Subscription Shares. WH Ireland has
agreed to use reasonable endeavours to seek to procure subscribers
for Ordinary Shares pursuant to the Broker Offer. The number of new
Ordinary Shares that are anticipated to be issued pursuant to the
exercise of the Broker Offer, is up to approximately 16.7 million.
Accordingly, the number of Ordinary Shares that are anticipated to
be issued under the Subscription and pursuant to the Broker Offer,
taken together, is approximately 21.7 million shares at 6 pence per
share, to raise up to approximately GBP1,300,000 in aggregate.
Under the terms of the Broker Offer Agreement, WH Ireland will
receive a corporate advisory fee and commission from the Company
conditional on Admission and the Company will give customary
warranties and undertakings to WH Ireland in relation, inter alia,
to its business and the performance of its duties.
In addition, the Company has agreed to indemnify WH Ireland and
its affiliates in relation to certain liabilities that they may
incur in undertaking the Broker Offer. WH Ireland has the right to
terminate the Broker Offer Agreement in certain circumstances prior
to Admission, in particular, in the event that there has been,
inter alia, a material breach of any of the warranties. The Broker
Offer is not being underwritten.
Following the issue of the New Ordinary Shares, the Company is
expected to have approximately 233.9 million Ordinary Shares in
issue (assuming full take up of the Broker Offer) and there are no
shares held in treasury.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares of the Company, including the right to receive all
dividends or other distributions made, paid or declared in respect
of such shares after the date of issue of the New Ordinary
Shares.
The Company may agree to the payment of a commission to a
Placee, at the discretion of WH Ireland and the Company, in
consideration of it agreeing to subscribe for Broker Offer
Shares.
4. Details of the Subscription
Certain existing shareholders of the Company have agreed to
subscribe for 5,000,000 New Ordinary Shares at the Subscription
Price pursuant to the Subscription. The Subscription is conditional
only on Admission of the Subscription Shares to trading on AIM and
otherwise has been made on the same terms and conditions as the
Broker Offer. Following Admission of the Subscription Shares, and
assuming no take up of the Broker Offer, such shares will represent
2.3 per cent. of the Enlarged Share Capital. The Subscription is
not conditional upon any New Ordinary Shares being subscribed under
the Broker Offer.
5. Current trading and outlook
As announced on 14 December 2017, year-to-date trading remains
in line with management expectations. In relation to the Crete
Project, the Group has been discussing various types of joint
venture and other "partnership" style transactions with a number of
different parties for some time and this process will be
accelerated in 2018. In the meantime the Company is continuing the
work necessary for the development of the Project including, inter
alia, the various detailed studies required. This process is
expected to enhance the value of the Project whilst negotiations
with prospective joint venture partners continue.
6. Approach for the purchase of the Travel & Leisure Division
The Group has received a credible approach for the acquisition
of the Travel & Leisure division. Negotiations are in progress,
which may or may not conclude in a sale of the business. Should the
disposal go ahead, the Board will use the proceeds to repay the
majority or all of the debt owed to Hillside International Holdings
Limited, which is anticipated to leave the Group largely debt free.
Should there be any excess cash remaining after the repayment of
group debt, this will be used for working capital purposes. The
Board expects to be in a position to update its shareholders on the
likely outcome in the New Year.
7. Admission, Settlement and CREST
Application will be made to the London Stock Exchange for the
admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission of the New Ordinary Shares will become
effective at 8.00 a.m. on 28 December 2017 and that dealings in the
New Ordinary Shares will commence at that time.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic rather than paper form. The
Ordinary Shares are already admitted to CREST and therefore the New
Ordinary Shares will also be eligible for settlement in CREST.
8. Warrants
Under the terms of the extension of the Loan facility announced
on 14 December 2017 the lender is entitled to hold such number of
warrants as will result in it holding warrants over 17 per cent. of
the number of Ordinary Shares which is represented by the aggregate
of the ordinary share capital of the Company as enlarged by the
Subscription and Broker Offer and such warrants. 50 million
warrants are currently in issue and held by the lender, so there
will be no requirement to issue further warrants as a result of the
Subscription and Broker Offer. Further, under the terms of the
existing warrants the exercise price of both the existing and any
new warrants are adjusted down to the price at which the New
Ordinary Shares are issued plus one pence. The Company will
announce the enlarged issued and fully diluted share capital of the
Company on closing of the Broker Offer.
APPIX
TERMS AND CONDITIONS OF THE BROKER OFFER
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE BROKER OFFER FOR POTENTIAL PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
BROKER OFFER. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
AND ARE, UNLESS OTHERWISE AGREED BY WH IRELAND, "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OF AMERICA. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OF AMERICA, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM,
OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
OF AMERICA HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE BROKER OFFER OR
THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES OF AMERICA.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN BROKER
OFFER SHARES. THE PRICE OF ORDINARY SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF ORDINARY SHARES.
These terms and conditions apply to persons making an offer to
acquire Broker Offer Shares (as defined below). Each person to whom
these terms and conditions apply, as described above, who confirms
their agreement, either orally or in writing, to WH Ireland to
acquire Broker Offer Shares (each a "Placee") hereby agrees with WH
Ireland and the Company to be bound by these terms and conditions
as being the terms and conditions upon which Broker Offer Shares
will be issued or acquired. A Placee shall, without limitation,
become so bound if WH Ireland confirms to such Placee its
allocation of Broker Offer Shares.
Upon being notified of its allocation of Broker Offer Shares, a
Placee shall be contractually committed to acquire the number of
Broker Offer Shares allocated to it at the Subscription Price and,
to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
No public offer of securities of the Company is being made in
the United Kingdom, the United States of America or elsewhere.
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 or the South African Reserve
Bank; and the Broker Offer 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 Broker Offer 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, the Republic of
South Africa, the Republic of Ireland or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has given a commitment, or on whose behalf a commitment
has been given, to subscribe for or acquire Broker Offer
Shares.
Details of the Broker Offer Agreement and the Broker Offer
Shares
WH Ireland has entered into the Broker Offer Agreement (the
"Broker Offer Agreement") with the Company under which WH Ireland
has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers
for new Ordinary Shares (the "Broker Offer Shares"). The Broker
Offer may raise up to approximately GBP1,000,000 in gross proceeds
at a price of 6 pence per Ordinary Share (the "Subscription Price")
with up to approximately 16.7 million Broker Offer Shares able to
be placed. The Broker Offer is not being underwritten by WH Ireland
or any other person.
The final number of Broker Offer Shares will be determined
following completion of the Bookbuild (as defined below) as set out
in this Announcement.
The Broker Offer Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully
paid and will rank pari passu in all respects with the existing
issued Ordinary Shares, including the right to receive all
dividends and other distributions (if any) declared, made or paid
on or in respect of the Ordinary Shares on or after the date of
issue of the Broker Offer Shares.
The Broker Offer Shares will trade on AIM under the TIDM:
AIM:MIN, with ISIN: GB0008497975. Minoan's LEI number is:
213800T9RAWFP5663Y2.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the New
Ordinary Shares on AIM ("Admission"). It is expected that
settlement of any such shares and Admission will become effective
on or around 28 December 2017 and that dealings in the New Ordinary
Shares will commence at that time.
Bookbuild
WH Ireland will today commence an accelerated bookbuilding
process (the "Bookbuild") to determine demand for participation in
the Broker Offer by potential Placees at the Subscription Price.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Broker Offer. Under the terms of
the Broker Offer Agreement, WH Ireland will receive a corporate
advisory fee and commission from the Company conditional on
Admission and the Company will give customary warranties and
undertakings to WH Ireland in relation, inter alia, to its business
and the performance of its duties.
WH Ireland and the Company shall be entitled to effect the
Broker Offer by such alternative method to the Bookbuild as they
may, in their sole discretion, determine.
Participation in, and principal terms of, the Broker Offer
1. WH Ireland is arranging the Broker Offer as agent for, and
broker of, the Company.
2. Participation in the Broker Offer is only available to
persons who are lawfully able to be, and have been, invited to
participate by WH Ireland. WH Ireland is entitled to participate in
the Broker Offer as principal.
3. The Bookbuild will establish the number of Broker Offer
Shares to be issued at the Subscription Price. The number of Broker
Offer Shares will be announced on a Regulatory Information Service
following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland Corporate &
Institutional Broking. Each bid should state the number of Broker
Offer Shares which the prospective Placee wishes to subscribe for
or purchase at the Subscription Price. Bids may be scaled down by
WH Ireland on the basis referred to in paragraph 8 below.
5. The closing of the Bookbuild is intended to be at 4.30pm on
19 December 2017. The Company and WH Ireland reserve the right to
reduce or increase the amount to be raised pursuant to the Broker
Offer, in their absolute discretion and WH Ireland reserves the
right to extend the time for closing of the Bookbuild.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland following the close of the Bookbuild and
a trade confirmation or contract note will be dispatched as soon as
practicable thereafter. WH Ireland's oral or emailed confirmation
will give rise to an irrevocable, legally binding commitment by the
person to which it is given (who at that point becomes a Placee),
in favour of WH Ireland and the Company, under which that person
agrees to acquire by subscription the number of Broker Offer Shares
allocated to it at the Subscription 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
WH Ireland's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Broker Offer Shares
to be issued at the Subscription Price.
8. Subject to paragraphs 4 and 5 above, WH Ireland may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. WH Ireland may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate Broker Offer Shares after
the time of any initial allocation to any person submitting a bid
after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and except with WH Ireland's consent will not be capable of
variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Broker Offer is confirmed, settlement for all
Broker Offer Shares to be acquired pursuant to the Broker Offer
will be required to be made at the same time, on the basis
explained below under "Registration and Settlement".
12. All obligations of WH Ireland under the Broker Offer will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Broker Offer" and to the Broker Offer not being
terminated on the basis referred to below under "Right to terminate
the Broker Offer Agreement".
13. By participating in the Broker Offer, each Placee agrees
that its rights and obligations in respect of the Broker Offer will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither WH
Ireland nor any of its affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise and whether or not a recipient of these terms
and conditions) in respect of the Broker Offer. Each Placee
acknowledges and agrees that the Company is responsible for the
allotment of the Broker Offer Shares to the Placees and WH Ireland
and its affiliates shall have no liability to the Placees for the
failure of the Company to fulfil those obligations. In particular,
neither WH Ireland nor any of its affiliates shall have any
liability (or, to the extent permissible by law, any fiduciary
duties) in respect of WH Ireland's conduct of the Broker Offer.
Conditions of the Broker Offer
WH Ireland's obligations under the Broker Offer Agreement in
respect of the Broker Offer Shares are conditional on, inter
alia:
(a) the Company allotting the Broker Offer Shares prior to and
conditional only on Admission, in accordance with the terms of the
Broker Offer Agreement;
(b) Admission taking place not later than 8.00 a.m. on 28
December 2017 (or such later time or date as the Company and WH
Ireland may agree, not being later than 8.00 a.m. on 31 January
2018); and
(c) the Broker Offer Agreement not having been terminated in accordance with its terms.
If: (i) any of the conditions contained in the Broker Offer
Agreement in relation to the Broker Offer Shares are not fulfilled
or waived by WH Ireland by the respective time or date where
specified (or such later time or date as WH Ireland may agree in
writing with the Company, not being later than 8.00 a.m. on 31
January 2018); (ii) any of such conditions becomes incapable of
being satisfied and is not waived by WH Ireland; or (iii) the
Broker Offer Agreement is terminated in the circumstances specified
below, the Broker Offer will lapse and the Placees' rights and
obligations hereunder in relation to the Broker Offer Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.
WH Ireland may, at its discretion and upon such terms as it
thinks fit, waive, or, with the agreement of the Company, extend
the period for, compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Broker Offer Agreement save that the above
conditions relating to Admission taking place and the Broker Offer
Agreement not having been terminated may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither WH Ireland nor the Company, nor any of their respective
affiliates, shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Broker Offer nor for any decision they may make as
to the satisfaction of any condition or in respect of the Broker
Offer generally and by participating in the Broker Offer each
Placee agrees that any such decision is within the absolute
discretion of WH Ireland and the Company.
Right to terminate the Broker Offer Agreement
WH Ireland is entitled, at any time before Admission, to
terminate the Broker Offer Agreement by giving notice to the
Company in certain circumstances, including, inter alia:
(a) a material breach by the Company of any of its obligations
under the Broker Offer Agreement and such breach is considered by
WH Ireland (acting reasonably) to be material and adverse in the
context of the Broker Offer;
(b) any of the warranties given in the Broker Offer Agreement
not being true and accurate or being misleading, in each case in a
way that is material; or
(c) the occurrence of a specified force majeure event, which WH
Ireland in its reasonable opinion considers to be likely to have an
adverse effect on the financial or trading position or the business
or prospects of the Group which is material in the context of Group
as a whole, or which renders the Broker Offer impracticable or
inadvisable.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Broker Offer,
Placees agree that the exercise by WH Ireland of any right of
termination or other discretion under the Broker Offer Agreement
shall be within the absolute discretion of WH Ireland and WH
Ireland need not make any reference to Placees and that neither WH
Ireland nor any of its affiliates shall have any liability to
Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The Broker Offer Shares are being offered to a limited number of
Relevant Persons only and have not been nor will be offered in such
a way as to require the publication of an admission document or
prospectus in the United Kingdom or in any other jurisdiction. No
offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA in relation to the
Broker Offer, and Placees' commitments will be made solely on the
basis of the information contained in the Announcement (including
this Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules for
Companies (the "Exchange Information"). Each Placee, by accepting a
participation in the Broker Offer, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Exchange Information), representation,
warranty, or statement made by or on behalf of the Company or WH
Ireland or any other person and neither WH Ireland, the Company nor
any other person will be liable for any Placee's decision to
participate in the Broker Offer based on any other information,
representation, warranty or statement which the Placee may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by WH Ireland, the Company, or their
respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Broker Offer. Neither the Company
nor WH Ireland are making any undertaking or giving any warranty to
any Placee regarding the legality of an investment in the Broker
Offer Shares by such Placee under any legal, investment or similar
laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Broker Offer Shares. Nothing
in this paragraph shall exclude the liability of any person for
fraud or fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated
Broker Offer Shares under the Broker Offer will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with WH Ireland, stating the number of Broker
Offer Shares allocated to it at the Subscription Price, the
aggregate amount owed by such Placee (in GBP) and a form of
confirmation in relation to settlement instructions.
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 WH Ireland in accordance with the standing CREST
settlement instructions which they have in place with WH
Ireland.
Settlement of transactions in the Broker Offer Shares (ISIN:
GB0008497975) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, WH Ireland reserves
the right to require settlement for, and delivery of, the Broker
Offer Shares (or a portion thereof) to Placees by such other means
that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 28 December 2017 in
accordance with the instructions set out in the form of
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with
these obligations, WH Ireland may sell any or all of the Broker
Offer Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for WH Ireland's account and benefit (as
agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify WH Ireland and the
Company on demand for any shortfall below the aggregate amount owed
by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Broker Offer
Shares on such Placee's behalf. By communicating a bid for Broker
Offer Shares, each Placee confers on WH Ireland such authorities
and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which WH Ireland lawfully takes in
pursuance of such sale.
If Broker Offer Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Broker Offer 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 Broker Offer Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax or securities transfer tax. Neither WH Ireland nor
the Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Broker Offer Shares. Under the terms of
the Broker Offer Agreement, WH Ireland will receive an advisory fee
and commission from the Company conditional on Admission and the
Company will give customary warranties and undertakings to WH
Ireland in relation, inter alia, to its business and the
performance of its duties.
Representations, Warranties and Further Terms
By participating in the Broker Offer, each Placee (and any
person acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to WH Ireland (for itself and
also on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of Broker Offer Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by WH Ireland of any right or discretion
under the Broker Offer Agreement shall be within the absolute
discretion of WH Ireland and WH Ireland does not need to have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right or discretion and each Placee agrees that it has no
rights against WH Ireland or the Company, or any of their
respective officers, directors, employees or agents under the
Broker Offer Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, WH Ireland and the Company in relation to its
participation in the Broker Offer and supersede any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Broker Offer, is not relying on any
information or representation or warranty in relation to the
Company or any of its subsidiaries or any of the Broker Offer
Shares other than as contained in this Announcement and the
Exchange Information. Each Placee agrees that neither the Company
nor WH Ireland nor any of their respective officers, directors,
employees or agents will have any liability for any such other
information, representation or warranty, express or implied;
5. that in the case of any Broker Offer Shares acquired by it as
a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, (i) the Broker Offer Shares acquired by
it under the Broker Offer have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to,
persons in any Member State of the European Economic Area which has
implemented the Prospectus Directive other than Qualified Investors
or in circumstances in which the prior consent of WH Ireland has
been given to the offer or resale; or (ii) where Broker Offer
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
Broker Offer Shares to it is not treated under the Prospectus
Directive as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect WH Ireland to have any duties or responsibilities to it or such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that WH Ireland is not acting for it or its clients, and that WH Ireland will not be responsible for providing the protections afforded to customers of WH Ireland or for providing advice in respect of the transactions described herein;
7. that it is: (i) unless otherwise agreed in writing with WH
Ireland, located outside the United States of America and is not a
US person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Broker Offer Shares only in "offshore transactions" as defined in
and pursuant to Regulation S, and (ii) it is not subscribing for
and/or purchasing Broker Offer Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form
of "general solicitation" or "general advertising" as such terms
are defined in Regulation D under the Securities Act;
8. that the Broker Offer Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States of America and
that, subject to certain exceptions, the Broker Offer Shares may
not be offered, sold, pledged, resold, transferred, delivered or
distributed into or within the United States of America;
9. that, unless specifically agreed with WH Ireland, it is not
and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States of America at
the time the undertaking to subscribe for and/or purchase Broker
Offer Shares is or was given and it is not acquiring Broker Offer
Shares with a view to the offer, sale, resale, transfer, delivery
or distribution, directly or indirectly, of any Broker Offer Shares
into the United States of America and it will not reoffer, resell,
pledge or otherwise transfer the Broker Offer Shares except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and otherwise
in accordance with any applicable securities laws of any state or
jurisdiction of the United States of America;
10. that it is not a national or resident of Canada, Australia,
the Republic of South Africa, the Republic of Ireland or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, the Republic of South Africa or Japan and
that it will not offer, sell, renounce, transfer or deliver,
directly or indirectly, any of the Broker Offer Shares in Canada,
Australia, the Republic of South Africa, the Republic of Ireland or
Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa, the Republic of Ireland or
Japan and each Placee acknowledges that the relevant exemptions are
not being obtained from the Securities Commission of any province
of Canada, that no document has been or will be lodged with, filed
with or registered by the Australian Securities and Investments
Commission or Japanese Ministry of Finance and that the Broker
Offer Shares are not being offered for sale and may not be,
directly or indirectly, offered, sold, transferred or delivered in
or into Canada, Australia, the Republic of South Africa, the
Republic of Ireland or Japan;
11. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer for or of the Broker Offer
Shares and it is not acting on a non-discretionary basis for any
such person;
12. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Broker Offer or the Broker Offer Shares to any persons within the
United States of America or to any US persons (as that term is
defined in Regulation S);
13. that it is entitled to subscribe for and/or purchase Broker
Offer Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained
all governmental and other consents which may be required
thereunder or otherwise and complied with all necessary formalities
and that it has not taken any action which will or may result in
the Company or WH Ireland or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Broker
Offer or its acceptance;
14. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Broker Offer Shares and to perform its subscription
and/or purchase obligations under the Broker Offer;
15. that where it is acquiring Broker Offer Shares for one or
more managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Broker Offer Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c) to receive on its
behalf any confirmation, contract note or investment letter
relating to the Broker Offer in the form provided to it by WH
Ireland;
16. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Broker Offer Shares that are allocated to
it for the purposes of its business;
17. that, unless otherwise expressly agreed in writing by WH
Ireland, it is a qualified investor (as defined in section 86(7) of
the Financial Services and Markets Act 2000, as amended
("FSMA"));
18. that, unless otherwise agreed by WH Ireland, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is acquiring Broker Offer Shares for investment only and not
with a view to resale or distribution;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Broker Offer Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
20. that any money held in an account of WH Ireland (or its
nominee) on its behalf and/or of any person acting on WH Ireland's
behalf will not be treated as client money within the meaning of
the rules and regulations of the FCA. Each Placee further
acknowledges that the money will not be subject to the protections
conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from WH Ireland's (or its nominee's)
or such person's money in accordance with such client money rules
and will be used by WH Ireland or such person in the course of its
own business and each Placee will rank only as a general creditor
of WH Ireland or such person;
21. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
22. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
23. that it is not relying on any representations or warranties
or agreements by the Company or WH Ireland or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this Announcement;
24. that it will not deal or cause or permit any other person to
deal in all or any of the Broker Offer Shares which it is
subscribing for and/or purchasing under the Broker Offer unless and
until Admission becomes effective;
25. that it appoints irrevocably any director of WH Ireland as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Broker Offer
Shares or to deliver its Broker Offer Shares into CREST;
26. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
27. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH
Ireland nor the Company has considered its particular objectives,
financial situation and needs;
28. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Broker Offer;
29. that it will indemnify and hold the Company and WH Ireland
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, confirmations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the Company and WH Ireland will rely on the truth and accuracy
of the representations, confirmations, warranties,
acknowledgements, agreements and undertakings herein and, if any of
the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify WH Ireland and the Company. All
representations, confirmations, warranties, acknowledgements,
agreements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to WH Ireland for
itself and on behalf of the Company and will survive completion of
the Broker Offer and Admission;
30. that time shall be of the essence as regards obligations
pursuant to this Appendix;
31. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Broker Offer, and that it is not relying on the
Company or WH Ireland to provide any legal, tax or other advice to
it;
32. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that WH Ireland
shall notify it of such amendments;
33. that (i) it has complied or will comply with its obligations
under the Criminal Justice Act 1993, Part VIII of FSMA and MAR,
(ii) in connection with money laundering and terrorist financing,
it has complied or will comply with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2007 and 2017 and (iii) it is not a person: (a) with
whom transactions are prohibited under the United States Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the US Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such subscription or purchase, and it
will provide promptly to WH Ireland such evidence, if any, as to
the identity or location or legal status of any person which WH
Ireland may request from it in connection with the Broker Offer
(for the purpose of complying with such Regulations or ascertaining
the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
WH Ireland on the basis that any failure by it to do so may result
in the number of Broker Offer Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Broker
Offer being reduced to such number, or to nil, as WH Ireland may
decide in its absolute discretion;
34. that it will not make any offer to the public of those
Broker Offer Shares to be subscribed for and/or purchased by it for
the purposes of the Prospectus Rules made by the FCA;
35. that it will not distribute any document relating to the
Broker Offer Shares and it will be acquiring the Broker Offer
Shares for its own account as principal or for a discretionary
account or accounts (as to which it has the authority to make the
statements set out herein) for investment purposes only and it does
not have any contract, understanding or arrangement with any person
to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect to any Broker Offer Shares;
save that that if it is a private client stockbroker or fund
manager it confirms that in purchasing the Broker Offer Shares it
is acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting on an
execution only basis or under specific instructions to purchase the
Broker Offer Shares for the account of any third party;
36. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract or agreement,
except that enforcement proceedings in respect of the obligation to
make payment for the Broker Offer Shares (together with any
interest chargeable thereon) may be taken by the Company or WH
Ireland 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;
37. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to WH Ireland;
38. that WH Ireland owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Broker Offer Agreement;
39. that WH Ireland or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Broker Offer Shares;
40. that no prospectus or offering document has been or will be
prepared in connection with the Broker Offer and it has not
received and will not receive a prospectus or other offering
document in connection with the Broker Offer or the Broker Offer
Shares; and
41. that it has neither received nor relied on any confidential
price sensitive information concerning the Company in accepting its
invitation to participate in the Broker Offer.
The Company and WH Ireland and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements, agreements and
undertakings which are given to WH Ireland for itself and on behalf
of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by WH
Ireland.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Broker Offer Shares in question.
Such agreement assumes that the Broker Offer Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Broker Offer Shares into a clearance
service. If there are any such arrangements, or the settlement
relates to any other subsequent dealing in the Broker Offer Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor WH Ireland will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person
for whom, it is participating in the Broker Offer as an agent or
nominee) the allocation, allotment, issue or delivery of Broker
Offer Shares has given rise to such UK stamp duty or stamp duty
reserve tax undertakes to pay such UK stamp duty or stamp duty
reserve tax forthwith and to indemnify on an after-tax basis and to
hold harmless the Company and WH Ireland in the event that either
of the Company and/or WH Ireland has incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify WH Ireland
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Broker Offer Shares or the agreement by them to
subscribe for or purchase any Broker Offer Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. WH Ireland shall notify the
Placees and any person acting on behalf of a Placee of any
changes.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation, warranty or
undertaking 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 WH Ireland or by any of its affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
DEFINITIONS
The following definitions apply in this Announcement, unless the
context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
"AIM" the market of that name operated
by London Stock Exchange;
"AIM Rules" the rules for AIM companies and
their AIM advisers, as published
from time to time by the London
Stock Exchange;
"Announcement" this announcement regarding the
Subscription and Broker Offer released
by the Company on 18 December 2017;
"Articles" the articles of association of
the Company;
"Broker Offer" the placing of the Broker Offer
Shares at the Subscription Price
by WH Ireland as agent for the
Company by way of an accelerated
bookbuilding process;
"Broker Offer the agreement between the Company
Agreement" and WH Ireland dated 18 December
2017 relating to the Broker Offer;
"Broker Offer up to approximately 16.7 million
Shares" New Ordinary Shares to be placed
with institutional and certain
other investors at the Subscription
Price pursuant to the Broker Offer;
"Closing Time" the time at which the Broker Offer
closes, at the discretion of WH
Ireland;
"Company" or Minoan Group PLC, a public limited
"Minoan" company registered in England and
Wales with registration number
03770602;
"CREST" the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear which facilitates
the transfer of title to shares
in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any
enactment or subordinate legislation
which amends or supersedes those
regulations and any applicable
rules made under those regulations
or any such enactment or subordinate
legislation for the time being
in force;
"Directors" or the directors of Minoan;
"Board"
"Dealing Day" a day on which AIM is open for
business, other than a day on which
AIM is scheduled to or does close
prior to its regular weekday closing
time;
"Enlarged Share the entire issued Ordinary Share
Capital" capital of the Company immediately
following Admission of the New
Ordinary Shares;
"Euroclear" Euroclear UK & Ireland Limited;
"Existing Ordinary the 212,223,442 Ordinary Shares
Shares" in issue on the Latest Practicable
Date;
"FSMA" the Financial Services and Markets
Act 2000;
"Fundraising" the Subscription and Broker Offer;
"Group" the Company and its subsidiaries;
"Latest Practicable close of business (5.00 p.m. London
Date" time) on 15 December 2017, being
the latest practicable date prior
to the publication of this Announcement;
"London Stock London Stock Exchange PLC;
Exchange"
"New Ordinary up to approximately 21.7 million
Shares" new Ordinary Shares to be issued
by the Company pursuant to the
Subscription and the Broker Offer;
"Ordinary Shares' the ordinary shares of GBP0.01
each in the capital of the Company;
"Shareholders" the holders of Ordinary Shares
from time to time;
"Subscriber" the existing Sharesholder who has
agreed to subscribe for the Subscriber
Shares under the Subscription Agreement;
"Subscription" the allotment and issue of 5,000,000
New Ordinary Shares to the Subscriber
pursuant to the Subscription Agreement;
"Subscription the agreements entered into between
Agreement" the Company and the Subscriber
under which the Subscriber has
agreed to make the Subscription;
"Subscription 6 pence per New Ordinary Share;
Price"
"Subscription the 5,000,000 New Ordinary Shares
Shares" subscribed for under the Subscription;
"WH Ireland" WH Ireland Limited of 24 Martin
Lane, London EC4R 0DR, the Company's
nominated adviser and broker.
References to "GBP", "pence" and "p" are to British pounds and
pence sterling, the currency of the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFFMEFWFWSEDE
(END) Dow Jones Newswires
December 18, 2017 02:00 ET (07:00 GMT)
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