TIDMMPM
RNS Number : 9967Z
mporium Group PLC
20 March 2017
20 March 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, 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
MPORIUM GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014. IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN THE APPIX.
mporium Group plc
("MPM", the "Company" or the "Group")
Company Update and Placing
mporium Group plc (AIM: MPM), the "mobile native" technology
company, is pleased to announce its intention to conduct a placing
of up to approximately 20 million new ordinary shares of 0.5 pence
each in the Company (the "Placing Shares"), at a price expected to
be not less than 15 pence per Placing Share (the "Placing"). The
expected minimum Placing Price represents the Closing Price on 17
March 2017, being the last practicable trading day prior to the
release of this Announcement.
The Placing Shares are being offered by way of an accelerated
bookbuild ("Bookbuild"), which will be launched immediately
following this Announcement. It is anticipated that the Placing
will raise approximately GBP3 million before expenses. The final
price and number of the Placing Shares will be determined following
the Bookbuild. N+1 Singer will be acting as sole bookrunner in
connection with the Bookbuild.
The Placing Shares represent up to approximately 4.1 per cent.
of the Company's existing issued share capital.
Highlights of the Placing
-- MPM intends to raise approximately GBP3 million pursuant to
the Placing at a price expected to be the Closing Price on 17 March
2017, being the last practicable trading day prior to the release
of this Announcement (the "Placing Price").
-- The net proceeds of the Placing will primarily be used to
enable the Group to continue with its IMPACT and INSIGHTS product
roll-out, in line with the Group's existing growth strategy.
-- The Placing is being made under existing authorities and is
conditional on, amongst other things, admission of the Placing
Shares to trading on AIM.
-- The Bookbuild will close at such time as N+1 Singer and the
Company may determine in their absolute discretion.
-- Following the close of the Bookbuild, a further announcement
will be made as to the final number of Placing Shares to be issued
pursuant to the Placing and the Placing Price, the gross proceeds
and the estimated net proceeds.
Background to and reasons for the Placing
MPM is a "mobile native" technology company which uses
proprietary technology to monetise the transformation that
smartphones have had on consumer digital behaviour: achieving
successful digital advertising campaigns on mobile devices, from
brand advertising to direct response.
The Company has and continues to develop two technology products
- IMPACT and INSIGHTS. The directors have been encouraged by
results to date . IMPACT is digital advertising technology that
enables campaigns to be managed across Google AdWords, Facebook,
Instagram and YouTube, by leveraging in real-time, events such as
TV content, sports, news, weather and social media. INSIGHTS
continues to evolve into a decision making support tool that
delivers actionable information to enable users to manage their
websites and the digital advertising campaigns that drive web
traffic to their websites.
Market opportunity
The Company has identified an opportunity to take advantage of
the marketing evolution and smartphone revolution. Marketing spend
is no longer focused on newspapers and television but rather is
trending strongly towards digital marketing. Google's revenue has
increased by more than 10 fold since 2005. In 2016 alone Google
global revenue reached an astounding $89.5 billion.
Alongside the marketing evolution we have the smartphone
revolution - adoption of smartphones has grown at an unprecedented
rate since the launch of the iPhone in June 2007. The number of
smartphone users overtook the global number of PC users in 2014 and
the gap continues to grow. Critically, while the PC is not a "one
per person on the planet" product, the smartphone, for most part,
is making it the true device of reach.
It has been estimated that the PC install base will settle
around 1 - 1.2 billion while the smartphone install base will
settle around 4 - 4.5 billion. It is therefore not surprising that
the global digital adspend at the end of 2016 was c.$186 billion of
which mobiles accounted for more than 50 per cent. of all digital
expenditure.
The solution - IMPACT
IMPACT is designed to provide event driven automated and
scalable marketing technology in real timing by constantly
monitoring for relevant micro moments, identifying those
micro-moments and then automatically launching advertising
campaigns on the relevant platform(s) for a specific time
frame.
The technology enables brands, and the agencies that serve them,
to achieve better outcomes from digital advertising campaigns on
mobile devices from brand advertising to direct response.
Monetising the micro-moment
The Company's focus is now on generating revenue by exploiting
the IMPACT technology that captures and monetizes the micro-moment
by establishing relationships with media agencies. Advertisers are
demanding to see measurable, targeted performance of their adspend
and the IMPACT technology delivers this capability.
As announced, at the end of 2016, following a trial of IMPACT on
the digital marketing campaign for one of Jellyfish's largest
blue-chip clients, the Company reached an agreement to provide its
IMPACT technology product to Jellyfish. Jellyfish is an independent
digital agency which has a global client base which includes
Experian, Under Armour, Nestlé, Toyota, Fitbit and Samsung.
Further as recently announced, the Company has entered into a
new commercial agreement to provide its IMPACT technology product
to Essence, a global digital agency that is majority owned by WPP.
This framework agreement gives the Company the exciting opportunity
to work with Essence's global client base and represents another
exciting step forward for the Company.
The Company's business model is to charge a percentage of the
advertising spend that IMPACT manages. This model is consistent
with the standard agency model and successful adoption will
naturally depend on the results and value add which IMPACT can
demonstrate.
Preliminary results
The Company expects to publish its annual report and accounts
for the financial year ending 31 December 2016 in late April
2017
For the year to 31 December 2016, the Company expects to report
revenues of GBP1.84m and a cash position of GBP1.3m at the year
end.
Outlook
Given the framework agreements the Company is now establishing
which gives them access to attractive global clients, the Company
is focussing on building those relationships and generating
revenues streams from those contracts. The Board believes that the
Company's partnerships with agencies gives the Company an efficient
route to market and exciting scalability.
The Placing
The proceeds of the Placing will be used to continue with the
Company's current strategy and building on its development of the
Group's IMPACT and INSIGHTS products, to accelerate growth through
investment in sales and marketing activities, product development
and for general working capital purposes.
The Company will use its existing general share authorities for
the issue and allotment of the Placing Shares. The existing
authorities were those granted at the Company's annual general
meeting in May 2016 and at the general meeting held in July 2016
(noting that the latter authorities have not been required to be
used for the set-up of an external advisory board which the Board
has explored but decided not to proceed with at the current
time).
Risks and Uncertainties
A description of the principal risks and uncertainties
associated with the Group's business and how they are being managed
is included in the Group's Annual Report and Accounts for the year
ended 31 December 2015 (on pages 8 - 10). The Board considers that
these principal risks and uncertainties are those applicable to the
Group at the current time.
Expected Timetable
Closing of the Bookbuild 21 March 2017
Admission and commencement
of dealings 8.00 a.m. on 24 March
in the Placing Shares 2017
Each of the times and dates refer to London time and are subject
to change by the Company (with the agreement of N+1 Singer), in
which case details of the new times and dates will be notified to
the London Stock Exchange and the Company will make an appropriate
announcement through a Regulatory Information Service.
Additional information on the Placing is included below.
Attention is drawn to the section headed 'Important Information'
below and to the Appendix containing the terms and conditions of
the Placing (representing important information for Placees
only).
The Placing Shares will be allotted under the Company's existing
authorities granted by shareholders of the Company at the annual
general meeting held on 18 May 2016 and at the general meeting held
on 18 July 2016. The number of Placing Shares to be issued in
connection with the Placing will be agreed by MPM and N+1 Singer
following the close of the Bookbuild to further orders, and the
results of the Placing will be announced as soon as practicable
thereafter. The timing of the closing of the book, acceptance of
any orders received after a close of Bookbuild announcement, the
pricing and final allocations are determined at the absolute
discretion of MPM and N+1 Singer. The number of Placing Shares is
expected to be up to 20 million and in any event no more than 50
million (representing approximately 9.7 per cent. of the Company's
existing issued share capital). Such number of Placing Shares
remains within the Company's existing shareholder authorities to
issue and allot securities on a non pre-emptive basis, which are in
accordance with the Pre-Emption Group's Statement of Principles on
Disapplying Pre-Emption Rights.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Enquiries:
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mporium Group plc Tel: 020 3242
Barry Moat 0515
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N+1 Singer (Nominated Adviser, Tel: 020 7496
Sole Bookrunner & Broker) 3000
Gillian Martin
Alex Laughton-Scott
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Buchanan Tel: 020 7466
Charles Ryland 5000
Vicky Watkins
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FORWARD LOOKING STATEMENTS
To the extent that this Announcement contains certain
forward-looking statements with respect to certain of the Group's
plans and its current goals and expectations relating to its future
financial condition and performance, a number of risks and
uncertainties exist. The Group cautions readers that any
forward-looking statement is no guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements.
A forward-looking statement can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "predict" or other words of similar meaning.
Examples of forward-looking statements include, amongst others,
statements regarding or which make assumptions in respect of the
planned use of the proceeds of the Placing, the liquidity position
of the Group, the future performance of the Group, future foreign
exchange rates, interest rates and currency controls, the future
political and fiscal regimes in the overseas markets in which the
Group operates, the Group's future financial position, plans and
objectives for future operations and any other statements that are
not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets, market
related risks such as changes in interest rates and foreign
exchange rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current
and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome
of pending and future litigation or regulatory investigations, the
success of future acquisitions and other strategic transactions and
the impact of competition. A number of these factors are beyond the
Group's control. As a result, the Group's actual future results may
differ materially from the plans, goals, and expectations set forth
in the Group's forward-looking statements.
Any forward-looking statement made in this Announcement by or on
behalf of the Group speak only as of the date they are made. These
forward-looking statements reflect the Group's judgement at the
date of this Announcement and are not intended to give any
assurance as to future results. Except as required by the FSA, the
London Stock Exchange, the AIM Rules or applicable law, the Group
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained in this announcement to reflect any changes in the
Group's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
APPIX - TERMS AND CONDITIONS OF THE PLACING
UNLESS DEFINED BELOW CAPITALISED TERMS ARE AS DEFINED AT THE OF
THIS APPIX.
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) 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 MPORIUM 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 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, N+1 Singer or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa or in any other jurisdiction. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of N+1 Singer has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority ("FCA")
or any other regulatory body in any Relevant Member State 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) by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the form of
confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, the Company or any other person and none of N+1 Singer, the
Company or any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer has today entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out therein, N+1 Singer, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure Placees to
subscribe for the Placing Shares at the Placing Price, such
subscription commitments being conditional upon the conditions
(summarised below) being satisfied by the Company or otherwise
waived by N+1 Singer.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place at 8.00 a.m. on or
around 24 March 2017 and that dealings in the Placing Shares on AIM
will commence at the same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and broker to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the FCA and is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
N+1 Singer or for providing advice in relation to the matters
described in this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer to participate.
N+1 Singer and any of its respective affiliates are entitled to
participate in the Placing as principal.
3 The Placing Price per Placing Share will be payable by all
Placees to N+1 Singer (as agent of the Company). The Placing Price
and number of Placing Shares will be agreed between the Company and
N+1 Singer at the close of the Bookbuild and confirmed to Placees
by telephone and/or email along with their final allocation, and
will be disclosed in the announcement confirming the result of the
Placing.
4 Each Placee's allocation is determined by N+1 Singer in its
discretion following consultation with the Company and has been or
will be confirmed orally by N+1 Singer. That oral confirmation will
give rise to an irrevocable, legally binding commitment by that
person (who at that point becomes a Placee), in favour of N+1
Singer and the Company, under which it agrees to acquire the number
of Placing Shares allocated to the Placee at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
association. Except with N+1 Singer's written consent, such
commitment will not be capable of variation or revocation at the
time at which it is submitted.
5 Following the oral confirmation referred to above, each
Placee's allocation and commitment will be evidenced by a form of
confirmation issued to each such Placee by N+1 Singer. The terms of
this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price 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 of N+1 Singer under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with N+1 Singer
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of N+1 Singer), (d) any person acting
on N+1 Singer's behalf, shall have any liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to
any other person whether acting on behalf of a Placee or otherwise.
In particular, neither N+1 Singer, nor any of its respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as N+1 Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation by N+1 Singer, as soon as it is
able which will confirm the number of Placing Shares allocated to
them, the Placing Price and the aggregate amount owed by them to
N+1 Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00BGDW0L56) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 24 March 2017 unless otherwise notified
by N+1 Singer and Admission is expected to occur no later than 8.00
a.m. on 24 March 2017 unless otherwise notified by N+1 Singer.
Admission and Settlement may occur at an earlier date, which if
achievable, will be notified through a Regulatory Information
Service. Settlement will be on a delivery versus payment basis.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and N+1 Singer may agree that
the Placing Shares should be issued in certificated form. N+1
Singer reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees
is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee is deemed to agree that if it does not comply with
these obligations, N+1 Singer may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for N+1
Singer's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
amount owed by it and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing, unless agreed otherwise
agreed with N+1 Singer in its sole discretion.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the fulfilment by the Company of its obligations under the
Placing Agreement to the extent that the same fall to be performed
prior to Admission;
(b) the Placing Agreement not having been terminated by N+1
Singer in accordance with its terms including, inter alia, for a
breach of any of the warranties contained in the Placing Agreement
prior to Admission; and
(c) Admission occurring by not later than 8.00 a.m. on 24 March
2017 (or such later date as the Company and N+1 Singer may agree in
writing);
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or waived in accordance with the Placing Agreement
within the stated time periods (or such later time and/or date as
the Company and N+1 Singer may agree, provided that the time for
satisfaction of the condition set out in (b) above shall not be
extended beyond 8.00 a.m. on 22 March 2017), 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.
Some or all of the conditions may be waived in whole or in part
by N+1 Singer, in its absolute discretion by notice in writing to
the Company and N+1 Singer may also agree in writing with the
Company to extend the time for satisfaction of any condition. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of N+1 Singer.
Termination of the Placing
N+1 Singer may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, inter alia:
1 there shall occur or come into effect any change in national
or international financial, economic, fiscal, political or market
conditions or changes in legislation which in the opinion of N+1
Singer (acting reasonably), is likely materially and adversely to
affect the financial position or prospects of the Group taken as a
whole or in the opinion of N+1 Singer is or will or is likely to be
materially prejudicial to the Group or to the Placing or to the
acquisition of the Placing Shares by the Placees;
2 any statement contained in any Placing Document is or has
become untrue, inaccurate or misleading in any material respect;
or
3 there has, in the opinion of N+1 Singer, occurred a material
adverse change in the financial or trading position or prospects of
the Group taken as a whole which in the opinion of N+1 Singer is or
will or is likely to be materially prejudicial to the Company or to
the Placing or to the acquisition of the Placing Shares by the
Placees; or
4 any matter has arisen which would, if any Placing Document
were issued at that time, constitute a material omission therefrom
of a material matter required to be included therein; or
5 any of the warranties contained in the Placing Agreement are
not true and accurate in any material respect or have become
misleading in any material respect (or would not be true and
accurate in any material respect or would be misleading in any
material respect if they were repeated at any time up to Admission)
by reference to the facts subsisting at the time when notice is
given; or
6 the Company has not complied or cannot comply in any material
respect with its obligations under this Agreement, the Companies
Act, FSMA, the FS Act, MAR or the AIM Rules; or
7 N+1 Singer's appointment as agent of the Company is terminated
for any reason or any event has occurred such as to prevent or to a
material extent restrict payment for the Shares in the manner
contemplated by the Placing Agreement or this Announcement.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and N+1 Singer that the exercise by the Company or N+1
Singer of any right of termination, waiver of any condition or
decision to extend (or not) the time for satisfaction of any
condition, or any other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company or
N+1 Singer and that neither of the Company nor N+1 Singer need make
any reference to such Placee and that neither N+1 Singer, the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that, in each case as a fundamental term of
such Placee's application for Placing Shares (save where N+1 Singer
expressly acknowledges in writing to the contrary):
1 it has read and understood this Announcement including these
terms prior to the issuance of this Announcement through a
Regulatory Information Service in their entirety and that its
acquisition of the Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested neither
of N+1 Singer, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5 neither N+1 Singer, any person acting on behalf of them or any
of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely 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 N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
(d) has not relied on any investigation that N+1 Singer or any
person acting on their behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
persons acting on behalf of it is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or
otherwise;
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, 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, South Africa or Japan
or in any country or jurisdiction where any such action for that
purpose is required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of the
United States, 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 the United States, Australia, Canada,
Japan, or the Republic of South Africa and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15 neither N+1 Singer, its respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of N+1
Singer and N+1 Singer has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
17 no action has been or will be taken by any of the Company,
N+1 Singer or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be; and
18.1 neither N+1 Singer nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement; and
18.2 each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees
to pay the Company and N+1 Singer in respect of the same (including
any interest or penalties) on the basis that the Placing Shares
will be allotted to a CREST stock account of N+1 Singer or
transferred to a CREST stock account of N+1 Singer who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and N+1 Singer
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. For such purposes, it undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by N+1 Singer as an authorised
person under section 21 of FSMA and therefore it is not subject to
the same controls applicable to a financial promotion made by an
authorised person;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer has been given to the offer or
resale;
27 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28 neither N+1 Singer nor any of its respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29 neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of N+1 Singer, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of N+1 Singer's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30 acknowledges and accepts that N+1 Singer may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions;
31 N+1 Singer and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise and, accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by N+1 Singer and/or any of
its respective affiliates, acting as an investor for its or their
own account(s) and neither N+1 Singer nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
32 it has 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;
33 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
EU 596/2014 and the Proceeds of Crime Act 2002 and confirms that it
has and will continue to comply with those obligations;
34 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity and pending the
provision to N+1 Singer's or the Company's registrars, as
applicable, of evidence of identity, no Placing Shares will be
registered in the name of any such person and definitive
certificates in respect of the Placing Shares may be retained at
N+1 Singer's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
N+1 Singer's or the Company's registrars', as the case may be,
absolute discretion and if within a reasonable time after a request
for verification of identity N+1 Singer's (for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
35 its commitment to acquire Placing Shares on the terms set out
in this Announcement and in the form of confirmation will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or N+1 Singer's conduct of the
Placing;
36 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 and 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;
37 it irrevocably appoints any duly authorised officer of N+1
Singer as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
38 the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to N+1 Singer, on their own behalf and on behalf of the
Company and are irrevocable;
39 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;
40 time is of the essence as regards its obligations under this Appendix;
41 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
42 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
43 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract (whether under
contract or otherwise), except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company or N+1 Singer in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange; save that
44 nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by N+1 Singer, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and N+1 Singer in the event that
either the Company and/or N+1 Singer has incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer may (at its absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from N+1 Singer's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply in this Appendix to the
Announcement and, as the context shall admit, in the
Announcement:
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the Placing Shares to trading on
AIM;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules for
Nominated Advisers as applicable, published by London Stock
Exchange;
"Announcement" this Announcement;
"Articles" the articles of association of the Company;
"Business Day" any day on which banks are generally open in
England and Wales for the transaction of business, other than a
Saturday, Sunday or public holiday;
"Closing Price" the closing middle market quotation of an
Ordinary Share as derived from the AIM Appendix to the Daily
Official List of the London Stock Exchange;
"Company" or "MPM" mporium Group plc, a company incorporated in
England and Wales with registered number 08696120 with its
registered office at First Floor, 106 New Bond Street, London,
England, W1S 1DN;
"CREST" the computerised settlement system to facilitate
transfer of the title to an interest in securities in uncertified
form operated by Euroclear UK and Ireland Limited;
"Directors" or the "Board" the directors of the Company on the
date of this Announcement;
"Existing Ordinary Shares" the 514,205,406 Ordinary Shares in
issue as at the date of this announcement;
"Form of Confirmation" the form of confirmation to be despatched
by N+1 Singer to each Placee in connection with the Placing
following receipt of each Placee's firm order;
"Group" the Company and its subsidiary undertakings;
"London Stock Exchange" London Stock Exchange plc;
"Material Adverse Effect" means an effect which in the opinion
of N+1 Singer (acting in good faith):
(a) is or will or is likely to be materially prejudicial to the
prospects or financial position of the Company; and which
(b) by itself or together with any other such occurrence, is
material in the context of the Placing;
"N+1 Singer" Nplus1 Singer Advisory LLP, acting as nominated
adviser and broker to the Company in respect of the Placing, and
where the context allows, its affiliates;
"Ordinary Shares" the ordinary shares of 0.5 pence each in the
capital of the Company;
"Placees" those persons procured by N+1 Singer acting as agent
for the Company who have agreed to subscribe for all or any of the
Placing Shares pursuant to the Placing;
"Placing" the conditional placing by N+1 Singer on behalf of the
Company of the Placing Shares at the Placing Price, in accordance
with the Placing Agreement;
"Placing Agreement" the agreement dated 20 March 2017 between
the Company and N+1 Singer in relation to the Placing;
"Placing Documents" this announcement and any other announcement
issued in connection with the Placing via a Regulatory Information
Service;
"Placing Price" the price at which the Placing Shares are to be
placed, to be determined via the Bookbuild and notified via a
Regulatory Information Service;
"Placing Shares" approximately 20 million new ordinary shares of
0.5 pence each in the capital of the Company; and
"Regulatory Information Service" a regulatory information
service approved by the London Stock Exchange for the distribution
of AIM announcements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELLFSRVIIIFID
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March 20, 2017 12:44 ET (16:44 GMT)
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