TIDMMRL
RNS Number : 7786S
Marlowe PLC
18 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THE
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE ANY SECURITIES OF THE COMPANY.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF The Market Abuse Regulation (EU) 596/2014 AS AMED BY
REGULATION 11 OF the Market Abuse (Amendment) (EU Exit) Regulations
2019/310. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
18 March 2021
Marlowe plc
Proposed Placing to raise GBP100 million by way of an
accelerated bookbuild
Marlowe plc ("Marlowe", the "Group" or the "Company"), the UK
leader in business-critical services and software which assure
safety and regulatory compliance , announces a proposed non
pre-emptive placing to capitalise on acquisition opportunities as
part of its defined strategy.
The Group intends to raise gross proceeds of approximately
GBP100 million through the issue of 14,492,754 new ordinary shares
of 50 pence each (the "Placing Shares") at 690 pence per share (the
"Placing Price") to new and existing investors (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild
process which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in the Appendix to this Announcement.
Background to and reasons for the Placing
Having delivered on its initial five-year strategy in building a
UK market-leading platform providing business-critical services and
software which assure safety and regulatory compliance, the Group
currently has run-rate revenue of GBP250m and run-rate EBITDA of
GBP38m and continues to demonstrate the resilience of its business
model in spite of the ongoing COVID-19 related lockdown
restrictions - with trading in the second half of the year ending
31 March 2021 remaining strong.
As set out in February 2021, the Group has a clearly defined
strategy for continued organic and acquisition-led growth,
targeting Group revenues of c.GBP500 million and adjusted EBITDA of
c.GBP100 million over the next three years. These goals are
consistent with the Group's strategy to deepen its market share in
existing services & software segments, selectively broadening
its capabilities into adjacent business-critical sectors and
developing its digital proposition. This strategy is underpinned by
a potential core total addressable market in the UK of c.GBP6.8
billion with a wider compliance total addressable market of an
additional c.GBP5 billion.
The Company has a buoyant pipeline of acquisition opportunities
and is currently in active discussions with more than 50 potential
targets. These active opportunities, spread across the Group's
Governance, Risk and Compliance (GRC) and Testing, Inspection and
Certification (TIC) divisions, have aggregate revenues in excess of
GBP280 million and aggregate EBITDA in excess of GBP60 million.
Four of these opportunities, with cumulative revenues of
approximately GBP8 million and cumulative EBITDA of approximately
GBP2 million, are in advanced stages.
The net proceeds of the Placing will provide the Group with
significant additional resources with which to capitalise on
acquisition opportunities in the short to medium term and are
expected to be deployed by the Group into accretive acquisitions
over the next six to twelve months.
The Board has consulted with the Company's major shareholders,
ahead of the release of this Announcement, including on the
rationale for, and the structure of, the Placing. The structure has
been chosen as it minimises time to completion and use of
management time. The directors believe that the Placing is in the
best interests of shareholders, as well as wider stakeholders in
the Group, and this view has been confirmed by the shareholder
consultation.
Cenkos, Berenberg and Goldman Sachs are acting as lead
bookrunners in connection with the Placing and Stifel is acting as
bookrunner.
For further information:
Goldman Sachs International Tel: +44 (0)207 774
Financial Advisor & Lead Bookrunner 1000
Khamran Ali
Tom Hartley
Cenkos Securities plc Tel: +44 (0)20 7397
Nominated Adviser, Joint Broker & Lead 8900
Bookrunner
Nicholas Wells
Ben Jeynes
Joh. Berenberg, Gossler & Co. KG, London Tel: +44 (0)20 3207
Branch 7800
Joint Broker & Lead Bookrunner
Mark Whitmore
Ben Wright
Stifel Nicolaus Europe Limited Tel: +44 (0)20 7710
Bookrunner 7600
Matthew Blawat
Francis North
FTI Consulting Tel: +44 (0)20 3727
1340
Nick Hasell
Alex Le May
About Marlowe plc
Marlowe is a UK leader in business-critical services and
software which assure safety and regulatory compliance. The company
was formed to create sustainable shareholder value through the
acquisition and development of businesses that provide regulated
safety and compliance services. It is focused on health &
safety, compliance software, employment law & HR compliance,
fire safety, security, water treatment & air hygiene and
occupational health services - all of which are vital to the
wellbeing of its customers' operations and are invariably governed
by regulation. Marlowe currently provides services to over 15% of
Britain's commercial premises and is increasingly attractive to
customers who require a single outsourced, nationwide, provider of
a comprehensive range of regulated compliance and safety services.
Our customers can be found in most office complexes, high streets
& leisure facilities, manufacturing plants and industrial
estates, and include thousands of SMEs, local authorities,
facilities management providers, multi-site NHS trusts and FTSE 100
companies.
Proposed Placing
The Group is proposing to raise gross proceeds of GBP100 million
through the issue of the Placing Shares at the Placing Price. The
net proceeds of the Placing (expected to be approximately GBP97.8
million) will provide the Group with additional resources with
which to capitalise on acquisition opportunities convertible in the
short to medium term and are expected to be deployed into accretive
acquisitions over the next six to twelve months. The Placing Shares
represent approximately 23.2 per cent. of the Company's current
issued share capital.
The Placing will be conducted by way of an accelerated bookbuild
process ("Bookbuild") which will be launched immediately following
this Announcement, in accordance with the terms and conditions set
out in the Appendix to this Announcement. Cenkos, Berenberg and
Goldman Sachs are acting as lead bookrunners in connection with the
Placing, and Stifel is acting as bookrunner. The timing of the
closing of the Bookbuild and the final number and allocation of
Placing Shares will be determined at the discretion of the Group,
Cenkos, Berenberg, Goldman Sachs and Stifel.
The Bookrunners reserve the right, by agreement with the
Company, to increase the size of the Placing to accommodate
additional demand.
A further announcement will be made following closing of the
Placing, confirming the final details.
The Placing Price represents a nil discount to the closing price
of 690 pence per Existing Ordinary Share on 18 March 2021.
The issue of the Placing Shares is not conditional on
Shareholder approval.
Structure of the Placing
Marlowe intends to issue the Placing Shares by way of a non
pre-emptive cashbox placing. This structure has been chosen as it
minimises time to completion and use of management time. The Board
has consulted with the Company's major shareholders, ahead of the
release of this Announcement, who have endorsed this strategy and
the consultation has confirmed the Boards' view that the Placing is
in the best interest of shareholders, as well as wider stakeholders
in the Group.
The Company and Berenberg have agreed to subscribe for ordinary
shares in Project Chapel (Jersey) Limited ("JerseyCo"). The funds
received from Placees taking up Placing Shares will be paid to an
account with Berenberg. Berenberg (acting as principal) will apply
the net proceeds of the Placing in such account to subscribe for
redeemable preference shares in JerseyCo.
The Company will allot and issue the Placing Shares to those
persons entitled to them in consideration for Berenberg
transferring its holdings of ordinary shares and redeemable
preference shares in JerseyCo to the Company. Accordingly, instead
of receiving cash consideration for the issue of Placing Shares,
following completion of the Placing, the Company will own the
entire issued share capital of JerseyCo, whose principal assets
will be its cash reserves, which will represent an amount
approximately equal to the net proceeds of the Placing. The Company
will then be able to access those funds by redeeming the redeemable
preference shares it holds in JerseyCo, or, alternatively, during
any interim period before redemption, by procuring that JerseyCo
lends the amount to the Company.
Accordingly, by taking up or purchasing Placing Shares under the
Placing and submitting a valid payment in respect thereof, a Placee
instructs Berenberg to hold such payment on behalf of Berenberg
and: (i) to the extent of a successful application under the
Placing, to apply such payment on behalf of Berenberg solely for
Berenberg to subscribe (as principal) for redeemable preference
shares in JerseyCo; and (ii) to the extent of an unsuccessful
application under the Placing, to return the relevant payment
without interest to the applicant.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Application will be made for the Placing Shares to be admitted
to trading on AIM. It is expected that Admission of the Placing
Shares will become effective and that dealings in the Placing
Shares will commence on AIM on 25 March 2021 .
The Placing Shares will rank, on issue, pari passu in all
respects with the Existing Ordinary Shares and will be issued free
from all liens, charges and encumbrances.
Placing Agreement
On 18 March 2021, the Company, Cenkos, Berenberg, Goldman Sachs
and Stifel entered into the Placing Agreement pursuant to which
Cenkos, Berenberg, Goldman Sachs and Stifel agreed, subject to
certain conditions, to use their reasonable endeavours to procure
subscribers for the Placing Shares pursuant to the Placing. The
obligations of the Bookrunners under the Placing Agreement are
conditional, inter alia, upon:
(i) the Admission of the Placing Shares occurring not later than
25 March 2021 or such later time and/or date as the Bookrunners and
the Company may agree (but in any event not later than 31 March
2021 ) ; and
(ii) the Company having complied in all material respects with
its obligations which fall to be performed on or prior to Admission
under the Placing Agreement, the Option Agreement and the
Subscription and Transfer Agreement.
Under the Placing Agreement, which may be terminated by Cenkos,
Berenberg, Goldman Sachs and Stifel in certain circumstances prior
to Admission, the Company has given certain warranties and
indemnities to Cenkos, Berenberg, Goldman Sachs and Stifel
concerning, inter alia, the accuracy of the information contained
in this Announcement. The Placing is not being underwritten.
The Company has undertaken to the bookrunners that, between the
date of the Placing Agreement and 60 days after the date of
Admission, it will not, without the prior written consent of the
bookrunners (such consent not to be unreasonably withheld or
delayed) enter into certain transactions involving the ordinary
shares, subject to certain customary carve-outs.
Expected Timetable of Principal Events
2021
Announcement of the Placing c.5.00 p.m. on 18 March
Latest date for announcement of the 19 March
results of the Placing
------------------------
Admission and commencement of dealings 8.00 a.m. on 25 March
of the Placing Shares
------------------------
Placing Shares credited to CREST stock 25 March
accounts
------------------------
Despatch of definitive share certificates week commencing 5 April
for Placing Shares
------------------------
Notes:
(i) References to times are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by the Group via an
announcement to an RIS.
(iii) The timing of the events in the above timetable are
indicative only.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Admission" admission of the Placing Shares to trading
on AIM becoming effective in accordance
with the AIM Rules which is expected
to occur at 8.00 a.m. on 25 March 2021
"AIM" AIM, a market operated by the London
Stock Exchange
----------------------------------------------------
"AIM Rules" the AIM rules for companies published
by London Stock Exchange
----------------------------------------------------
"Announcement" this announcement including the Appendix
----------------------------------------------------
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London
Branch, a Kommanditgesellschaft (a German
form of limited partnership) established
under the laws of the Federal Republic
of Germany registered with the Commercial
Register at the Local Court of the City
of Hamburg under registration number
HRA 42659
----------------------------------------------------
"Bookbuilding Process" shall have the meaning given to it in
the Appendix -Terms and Conditions of
the Placing
----------------------------------------------------
"Bookrunners" Cenkos, Berenberg, Goldman Sachs and
Stifel
----------------------------------------------------
"Bookrunner Affiliate" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
----------------------------------------------------
"Business Day" a day (other than a Saturday or Sunday)
on which commercial banks are open for
general business in London, England
----------------------------------------------------
"Cenkos" Cenkos Securities plc (registered number
05210733)
----------------------------------------------------
"Company" or "Marlowe" Marlowe plc (registered number 09952391)
----------------------------------------------------
"Company Affiliate" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
----------------------------------------------------
"Conditions" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
----------------------------------------------------
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations)
----------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
----------------------------------------------------
"Directors" or "Board" the directors of the Company
----------------------------------------------------
"Existing Ordinary Shares" the Ordinary Shares in issue at the
date of this Announcement
----------------------------------------------------
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
----------------------------------------------------
"FCA" the Financial Conduct Authority of the
UK
----------------------------------------------------
"FPO" Financial Services and Markets Act 2000
(Financial Promotion) Order 2005
----------------------------------------------------
"FSMA" the Financial Services and Markets Act
2000 (as amended)
----------------------------------------------------
"Group" the Company and each of its subsidiary
undertakings, as defined in section 1162
of the Companies Act 2006
----------------------------------------------------
"Goldman Sachs" G oldman Sachs International
----------------------------------------------------
"HSBC" HSBC UK Bank plc
----------------------------------------------------
"Investor" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
----------------------------------------------------
"Listing Rules" the Listing Rules of the Financial Conduct
Authority made in accordance with section
73A(2) of FSMA
----------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
----------------------------------------------------
"Market Abuse Regulation" Market Abuse Regulation (EU) 596/2014,
as it forms part of United Kingdom domestic
law by virtue of the European Union (Withdrawal)
Act 2018 and as amended by regulation
II of the Market Abuse (amendment) (EU
Exit) Regulations 2019/310
----------------------------------------------------
"Money Laundering Regulations the Proceeds of Crime Act 2002 (as amended),
2017" the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information
on the Payer) Regulations 2017
----------------------------------------------------
"Ordinary Shares" ordinary shares of 50 pence each in the
capital of Marlowe
----------------------------------------------------
"Option Agreement" the option agreement entered into on
or around the date hereof between the
Company, JerseyCo and Berenberg
----------------------------------------------------
"Placees" those persons who have conditionally
agreed to subscribe for the Placing Shares
under the Placing
----------------------------------------------------
"Placing" the proposed placing of the Placing Shares
at the Placing Price pursuant to the
Placing Agreement
----------------------------------------------------
"Placing Agreement" the conditional agreement dated 18 March
2021 and made between Cenkos, Berenberg,
Goldman Sachs and Stifel and the Company
in relation to the Placing
----------------------------------------------------
"Placing Price" 690 pence per Placing Share
----------------------------------------------------
"Placing Shares" the Placing Shares to be issued by Marlowe
pursuant to the Placing
----------------------------------------------------
"Prospectus Regulation" Regulation (EU) 2017/1129
----------------------------------------------------
"Registrars" the registrars of the Company, being
Link Market Services Limited (registered
number 02605568)
----------------------------------------------------
"Restricted Jurisdiction" each of United States, Canada, Australia,
Japan or the Republic of South Africa,
or any other jurisdiction where to do
so might constitute a violation of the
relevant laws or regulations of such
jurisdiction
----------------------------------------------------
"RIS" a regulatory information service as defined
by the Listing Rules
----------------------------------------------------
"Securities Act" U.S. Securities Act of 1933, as amended
----------------------------------------------------
"Shareholders" holders of Ordinary Shares
----------------------------------------------------
"Stifel" Stifel Nicolaus Europe Limited (registered
number: 03719559)
----------------------------------------------------
"Subscription and Transfer the subscription and transfer agreement
Agreement" entered into on or around the date here
of between JerseyCo, the Company and
Berenberg
----------------------------------------------------
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
----------------------------------------------------
"UK Prospectus Regulation" Regulation (EU) 2017/1129 as it forms
part of the domestic law by virtue of
the European Union (Withdrawal) Act 2018
----------------------------------------------------
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada
(save to accredited investors and permitted clients), Australia
(save to professional investors and sophisticated investors), Japan
or the Republic of South Africa, or any other jurisdiction where to
do so might constitute a violation of the relevant laws or
regulations of such jurisdiction (the "Restricted
Jurisdictions").
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The Placing Shares referred to herein have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of
Placing Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or the Bookrunners or
any of their respective directors, officers, partners, agents,
employees, advisers or affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), (b) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (c) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, Investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by the Bookrunners
or any other person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the UK Prospectus
Regulation or the Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Goldman Sachs is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority, Cenkos and Stifel are authorised and regulated in the
United Kingdom by the FCA, and Berenberg is authorised and
regulated by the Federal Financial Supervisory Authority in Germany
and subject to limited regulation in the UK by the Financial
Conduct Authority. The Bookrunners are acting for the Company and
for no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos, Stifel, Goldman Sachs
and Berenberg or for providing advice in relation to the Placing,
or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cenkos,
Berenberg, Goldman Sachs or Stifel or by their affiliates or their
respective agents, directors, officers, partners, employees and
advisers 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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Notice to distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules") , and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the criteria
of professional clients as defined in Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA and (c)
eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, Cenkos, Stifel, Goldman Sachs and
Berenberg will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, Cenkos,
Stifel, Goldman Sachs and Berenberg are only procuring investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN
ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "FPO") OR FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA") OR (C) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY
ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO,
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT
PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing, unless otherwise
specifically agreed. Each person to whom these conditions apply, as
described above, who confirms his agreement to any of the
Bookrunners (whether orally or in writing) to acquire Placing
Shares under the Placing (an "Investor") hereby agrees with the
Bookrunners and the Company to be bound by the trade confirmation
issued by the relevant Bookrunner to such Investor and these terms
and conditions, unless otherwise specifically agreed, being the
terms and conditions upon which Placing Shares will be sold under
the Placing. An Investor shall, without limitation, become so bound
when a Bookrunner confirms to such Investor its allocation of
Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to them at the Placing 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. Dealing may not begin
before any notification is made.
The Placing is not being underwritten. The Bookrunners reserve
the right, by agreement with the Company, to increase the size of
the Placing to accommodate additional demand.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 25 March 2021 .
(c) Bookbuilding Process
Commencing today, the Bookrunners will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Bookrunners.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing at the Placing
Price.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 19 March 2021, but may
be closed at such earlier or later time as the Bookrunners may, in
their absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Placing Price.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone or in writing to its usual
sales contact at either Cenkos, Berenberg, Goldman Sachs or Stifel.
Each bid should state the number of Placing Shares that the
prospective Placee wishes to subscribe for at the Placing Price. If
successful, the relevant Bookrunner will re-contact and confirm
orally to Placees following the close of the Bookbuilding Process
the size of their respective allocations and a trade confirmation
will be despatched as soon as possible thereafter. A Bookrunner's
confirmation (either oral or written) of the size of allocations
will constitute an irrevocable legally binding agreement in favour
of the Company and the relevant Bookrunner pursuant to which each
such Placee will be required to accept 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 herein and in
accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued by the relevant Bookrunner to such Placee. The
terms of this Appendix will be deemed incorporated in that trade
confirmation.
The Bookrunners reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Bookrunners also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Bookrunners.
Each Placee's obligations will be owed to the Company and to the
relevant Bookrunner. Following the oral or written confirmation
referred to above, each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the relevant
Bookrunner to pay to the relevant Bookrunner (or as the relevant
Bookrunner may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares
allocated to such Placee.
To the fullest extent permissible by law, none of the
Bookrunners, any subsidiary of the Bookrunners, any branch,
affiliate or associated undertaking of the Bookrunners or any such
subsidiary, nor any of their respective directors, officers,
partners, employees, agents or advisers (each a "Bookrunner
Affiliate") nor any person acting on their behalf shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Bookrunners, any Bookrunner Affiliate nor any person
acting on their behalf shall have any responsibility or liability
(including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Bookbuilding Process or
of such alternative method of effecting the Placing as the
Bookrunners may determine.
All obligations of the Bookrunners under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
(e) 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 the Bookrunners under the Placing Agreement
are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Admission of the Placing Shares occurring not later
than on 25 March 2021 , or such later time and/or date as the
Bookrunners and the Company may agree (but in any event not later
than on 31 March 2021 ) ;
(iv) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission;
(v) the Option Agreement and the Subscription and Transfer
Agreement having duly executed and delivered by the parties thereto
and there having occurred no event of default or breach of the
terms thereof and the Option Agreement and the Subscription and
Transfer Agreement remaining in full force and effect and having
become wholly unconditional (save for any conditions therein
relating to Admission);
(vi) there not having arisen or occurred before Admission any
matter, fact, circumstance or event, such that in the opinion of
any of the Bookrunners, a circular or announcement is required to
be made unless a document has been published or an announcement has
been released to a RIS; and
(vii) the Company having complied with its obligations and
undertakings under the Placing Agreement to the extent they fall to
be performed prior to Admission.
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Bookrunners), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof.
Neither of the Bookrunners, any Bookrunner Affiliate, the
Company, nor any subsidiary of the Company, nor any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a "Company
Affiliate") 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 it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
Condition in the Placing Agreement 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 the
Bookrunners.
By participating in the Placing, each Placee agrees that the
Bookrunner's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Each Bookrunner has the right to terminate the Placing Agreement
in certain circumstances prior to Admission, in particular, where
any warranty or undertaking was, when given, untrue, inaccurate or
misleading, or where any warranty is not, or has ceased to be,
true, accurate or not misleading (or would not be true, accurate or
not misleading if then repeated) by reference to the facts
subsisting at the relevant time, where the Company has failed to
comply with certain of its obligations under the Placing Agreement,
or upon the occurrence of a force majeure event or a material
adverse change in the financial or trading position or prospects of
any member of the Group.
By participating in the Placing, each Placee agrees with its
respective Bookrunner that the exercise by the Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the
Bookrunners and that the Bookrunners and the Company need not make
any reference to, or consultation with, the Placees in this regard
and that, to the fullest extent permitted by law, neither the
Company, the Bookrunners, any Bookrunner Affiliate nor any Company
Affiliate shall have any liability whatsoever to the Placees in
connection with any such exercise or failure to so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the UK Prospectus Regulation or the Prospectus
Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Bookrunners and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Company (other than publicly available information),
Bookrunners (other than the amount of the relevant Placing
participation in the oral or written confirmation given to Placees
and the trade confirmation referred to below), any Bookrunner
Affiliate, any persons acting on its or their behalf or the Company
or any Company Affiliate and neither the Bookrunners, any
Bookrunner Affiliate, nor any persons acting on their respective
behalf, the Company, any Company Affiliate nor any persons acting
on their respective behalf will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with its respective
Bookrunner, for itself and as agent for the Company that (except
for, in relation to the Company, the information contained in this
Announcement) it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Bookrunners reserve the right to
require settlement for and delivery of the Placing Shares to
Placees by such other means as they may deem necessary, including,
without limitation, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Placing Shares
Trade Date on 1 9 March 2021
Settlement Date on 2 5 March 2021
------------------
ISIN Code GB00BD8SLV43
------------------
SEDOL BD8SLV4
------------------
Deadline for input instruction on 2 5 March 2021
into CREST
------------------
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the relevant Bookrunner and settlement instructions. Placees
should settle against the CREST ID provided to them by either
Cenkos, Stifel, Goldman Sachs or Berenberg. It is expected that
such trade confirmation will be despatched on the expected trade
date shown above. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions which it has in place with Cenkos,
Berenberg, Goldman Sachs or Stifel, as applicable.
The Company will deliver the Placing Shares to a CREST account
operated by Berenberg as agent for the Company and Berenberg will
enter its delivery (DEL) instruction into the CREST system.
Berenberg will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will take place on the settlement
date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by the Bookrunners.
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 the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Bookrunner may sell any or all of
the Placing Shares allocated to the Placee on such Placee's behalf
and retain from the proceeds, for the relevant Bookrunner's own
account and profit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by such Placee and it may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 25 March 2021 (or such later time
and/or date as the Company and the Bookrunners may agree) and on
the Placing Agreement being otherwise unconditional in all respects
and not having been terminated in accordance with its terms on or
before Admission; and (ii) the trade confirmation mentioned under
paragraph (a) above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Placing Price.
The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described
above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner as shall be
directed by the relevant Bookrunner or berenberg. In the event of
any failure by an Investor to pay as so directed, the relevant
Investor shall be deemed hereby to have appointed the relevant
Bookrunner, Berenberg or their respective nominee to sell (in one
or more transactions) any or all of the Placing Shares in respect
of which payment has not been made as so directed and to have
agreed to indemnify on demand that relevant Bookrunner in respect
of any liability for stamp duty and/or stamp duty reserve tax
(together with any interest and penalties) arising in respect of
any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising any of the
Bookrunners to notify an Investor's name to the Registrars, is
deemed to irrevocably acknowledge, confirm, agree, undertake,
represent and warrant to each Bookrunner, the Registrars and the
Company that:
(i) it has read and understood this Announcement, including this
Appendix, in its entirety and acknowledges that its participation
in the Placing shall be made solely on the terms and subject to the
conditions set out in these terms and conditions, the Placing
Agreement and the Articles. It agrees that these terms and
conditions and the trade confirmation issued by either Cenkos,
Berenberg, Goldman Sachs or Stifel to it represent the whole and
only agreement between the Investor, the relevant Bookrunner and
the Company in relation to the Investor's participation in the
Placing and supersedes any previous agreement between any of such
parties in relation to such participation. Accordingly, all other
terms, conditions, representations, warranties and other statements
which would otherwise be implied (by law or otherwise) shall not
form part of these terms and conditions. It agrees that none of the
Company, the Company Affiliates, the Bookrunners nor the Bookrunner
Affiliates will have any liability for any such other information
or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) that certain Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with Market Abuse Regulation and the rules and practices of the
London Stock Exchange and/or the FCA (collectively, the "Exchange
Information"), 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 similar statements for preceding
financial years and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange
Information;
(iii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Bookrunners, nor the Bookrunner Affiliates or acting on their
respective behalf is responsible for or shall have any liability
for any information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or any member of the Group and will not be
liable for any decision by an Investor to participate in the
Placing based on any information, representation or statement
contained in this Announcement or otherwise. It further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which it has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and
any Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or
statements made by the Bookrunners or the Company and none of the
Bookrunners or the Company will be liable for its decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement;
(iv) it has conducted and acknowledges and agrees that it has
relied on its own investigation with respect to the business,
financial or other position in the Company and the Group as a whole
and the Placing Shares and has had access to such financial and
other information concerning the Company and the Placing Shares as
the Investor deemed necessary to evaluate the merits and risks of
an investment in the Placing Shares, and the Investor has concluded
that an investment in the Placing Shares is suitable for it or,
where the Investor is not acting as principal, for any beneficial
owner of the Placing Shares, based upon each such person's
investment objectives and financial requirements;
(v) it has not relied on the Bookrunners or any Bookrunner
Affiliate in connection with any investigation of the accuracy of
any information contained in this Announcement or the Exchange
Information, or its investment decision;
(vi) it has not relied on any information relating to the
Company contained in any research reports prepared by the
Bookrunners, any Bookrunner Affiliate or any person acting on the
their behalf and understands that none of the Bookrunners, any
Bookrunner Affiliate nor any person acting on their respective
behalf (i) has or shall have any liability for public information
or any representation; (ii) has or shall have any liability for any
additional information that has otherwise been made available to
it, whether at the date of publication, the date of this
Announcement or otherwise; or (iii) makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
(vii) in agreeing to acquire Placing Shares under the Placing,
it is relying on this Announcement and not on any draft hereof or
other information or representation concerning the Group, the
Placing or the Placing Shares. It agrees that neither the Company
nor the Bookrunners nor their respective officers, directors,
agents, employees or advisers will have any liability for any such
other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(viii) acknowledges and agrees that it will not hold any of the
Bookrunners or any Bookrunner Affiliates or any person acting on
their respective behalf responsible or liable for any misstatements
in or omission from any publicly available information relating to
the Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of
the Bookrunners or any Bookrunner Affiliates or any person acting
on their respective behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such Information or accepts any responsibility for any of such
Information;
(ix) that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Group taken as a
whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved and
not upon any view expressed or information provided by or on behalf
of the Bookrunners, (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, any Company Affiliate, the Bookrunners, any Bookrunner
Affiliate or any person acting on their respective behalf for all
or part of any such loss or losses it or they may suffer;
(x) none of the Bookrunners are making any recommendations to it
or advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and
it acknowledges that participation in the Placing is on the basis
that it is not and will not be a client of the Bookrunners and that
the Bookrunners are acting for the Company and no one else, and the
Bookrunners will not be responsible to anyone else for the
protections afforded to its clients, and that the Bookrunners will
not be responsible for anyone other than the Company for providing
advice in relation to the Placing, the contents of this
Announcement or any transaction, arrangements or other matters
referred to herein, and the Bookrunners will not be responsible for
anyone other than the relevant parties to the Placing Agreement in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise
or performance of the Bookrunner's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(xi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
the Bookrunners nor their respective directors, officers, partners,
employees, agents or advisers shall be liable to it for any matter
arising out of the role of the Bookrunners as the Company's brokers
(and in the case of Cenkos, as nominated adviser to the Company
pursuant to the AIM Rules) or otherwise, and that where any such
liability nevertheless arises as a matter of law each Investor will
immediately waive any claim against the Bookrunners and their
respective directors and employees which an Investor may have in
respect thereof;
(xii) that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; and
(iii) it has not taken any action which will or may result in the
Company, the Bookrunners, any Company Affiliate, any Bookrunner
Affiliate or any person acting on their respective behalf being in
breach of the legal and/or regulatory requirements and/or any
anti-money laundering requirements of any territory in connection
with the Placing;
(xiii) it has complied with all applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise, and it will not infringe any such applicable laws and
regulations as a result of its agreement to acquire Placing Shares
under the Placing and/or acceptance thereof or any actions arising
from its rights and obligations under its agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles;
(xiv) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xv) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Bookrunners, any Bookrunner
Affiliate, the Company or any Company Affiliate acting in breach of
the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
(xvi) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable it lawfully to enter into, and exercise its
rights and perform and comply with its obligations to acquire the
Placing Shares under the Placing; and (ii) to ensure that those
obligations are legally binding and enforceable, have been taken,
fulfilled and done. Its entry into, exercise of its rights and/or
performance under, or compliance with its obligations under the
Placing, does not and will not violate: (a) its constitutional
documents; or (b) any agreement to which it is a party or which is
binding on it or its assets;
(xvii) it understands that no action has been or will be taken
in any jurisdiction by the Company, the Bookrunners or any other
person acting on behalf of the Company or the Bookrunners that
would, or is intended to, permit a public offering of the Placing
Shares, or possession or distribution of this Announcement, in any
country or jurisdiction where action for that purpose is required;
and that, if it is in a relevant EEA member state or the United
Kingdom, it is: (i) a legal entity which is authorised or regulated
to operate in the financial markets or, if not so authorised or
regulated, its corporate purpose is solely to invest in securities;
(ii) a legal entity which has two or more of: (a) an average of at
least 250 employees during the last financial year; (b) a total
balance sheet of more than EUR43,000,000; and (c) an annual net
turnover of more than EUR50,000,000, in each case as shown in its
last annual or consolidated accounts; (iii) otherwise permitted by
law to be offered and sold Placing Shares in circumstances which do
not require the publication by the Company of a prospectus pursuant
to Article 3 of the Prospectus Regulation and the UK Prospectus
Regulation (as applicable) or other applicable laws; or (iv) in the
case of any Placing Shares acquired by an Investor as a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and the UK Prospectus Regulation (as
applicable), either:
(A) 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 placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Regulation Rules, or in circumstances in which the prior
consent of the Bookrunners has been given to the placing or resale;
or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Regulation Rules as having been made to such
persons;
(xviii) to the fullest extent permitted by law, it acknowledges
and agrees to the disclaimers contained in this Announcement and
acknowledges and agrees to comply with the selling restrictions set
out in this Announcement;
(xix) acknowledges that (i) the Placing 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
or under the applicable securities laws of Australia, Canada, Japan
or the Republic of South Africa or where to do so may contravene
local securities laws or regulations; (ii) subject to certain
exceptions the Placing Shares are being offered and sold outside
the United States in reliance on Regulation S; and (iii) the
Placing Shares may not be reoffered, resold, pledged or otherwise
transferred except in transactions not requiring registration under
the Securities Act;
(xx) it represents and warrants that, subject to certain
exceptions, (a) each of it and each beneficial owner of the Placing
Shares for whom it is acting is and at the time the Placing Shares
are acquired will be, located outside the United States and is and
will be acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S and (b) it will
not offer or sell, directly or indirectly, any of the Placing
Shares except in an "offshore transaction" in accordance with
Regulation S or in the United States pursuant to an available
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
(xxi) it is not acquiring any of the Placing Shares as a result
of any form of general solicitation or general advertising (within
the meaning of Rule 502(c) of Regulation D under the Securities
Act) or any form of directed selling efforts (as defined in
Regulation S);
(xxii) if it is acquiring the Placing Shares for the account of
one or more other persons: (i) it is duly authorised to do so and
has full power and authority to make, and does make, the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and (ii) it is and will remain
liable to the Bookrunners and the Company for the performance of
all its obligations as an Investor in respect of the Placing
(regardless of the fact that it is acting for another person);
(xxiii) the Company, the Registrars or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xxiv) it invests in or purchases securities similar to the
Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
Placing Shares;
(xxv) it or, where it is not acting as principal, any beneficial
owner of the Placing Shares, is able to bear the economic risk of
an investment in the Placing Shares for an indefinite period and
the loss of its entire investment in the Placing Shares;
(xxvi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxvii) it is not a resident of Australia (other than in the
case of professional investors and sophisticated investors resident
in Australia), Canada (other than in the case of accredited
investors and permitted clients), Japan, the Republic of South
Africa or any other Restricted Jurisdiction and acknowledges that
the Placing Shares have not been and will not be registered nor
will a prospectus be prepared in respect of the Placing Shares
under the securities legislation of Australia, Canada, Japan, the
Republic of South Africa or any other Restricted Jurisdiction and,
subject to certain exceptions, the Placing Shares may not be
offered or sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
(xxviii) if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the
meaning of sections 708(11) and 708(8) respectively of the
Australian Corporations Act 2001 (Cth);
(xxix) if the Investor is resident in Canada, it is: (a) an
"accredited investor" within the meaning of Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the
Securities Act (Ontario) (the "OSA"), as applicable, and is either
purchasing the Placing Shares as principal for its own account, or
is deemed to be purchasing the Placing Shares as principal for its
own account in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to
purchase or hold the Placing Shares as an accredited investor under
NI 45-106; (c) a "permitted client" within the meaning of National
Instrument 31-103 - Registration Requirements, Exemptions and
Ongoing Registrant Obligations ("NI 31-103") of the Canadian
Securities Administrators; and (d) entitled under applicable
Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws;
(xxx) none of the funds that it is using to purchase the
Securities are to its knowledge, proceeds obtained or derived,
directly or indirectly, as a result of illegal activities, are not
proceeds of crime as defined in the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA")
and to the best of its knowledge such funds (i) have not been or
will not be derived from or related to any activity that is deemed
criminal under the laws of Canada or any other applicable
jurisdiction, or (ii) are not being tendered on behalf of a person
or entity (A) with whom the Company or the Bookrunners would be
prohibited from dealing with under applicable money laundering,
terrorist financing, economic sanctions, criminal or other similar
laws or regulations or (B) who has not been identified to the
Bookrunners;
(xxxi) that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. It is 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
UK by it or any other person on the acquisition by it of any
Placing Shares or the agreement by it to acquire any Placing
Shares. It agrees to indemnify each of the Bookrunners, the
Bookrunner Affiliates, the Company and the Company Affiliates in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of
Berenberg who will hold them as nominee on behalf of such Investor
until settlement in accordance with its standing settlement
instructions;
(xxxii) in the case of a person who confirms to any of the
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and/or who authorises any of the
Bookrunners to notify such Investor's name to the Registrars, that
person represents that he has authority to do so on behalf of the
Investor;
(xxxiii) it has complied with its obligations under the Criminal
Justice Act 1993, the Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Money
Laundering Regulations 2017 and the Money Laundering Sourcebook of
the FCA and any other applicable law, regulations or guidance
issued, administered or enforced by any government agency having
jurisdiction in respect thereof (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. If within a reasonable
time after a request for verification of identity, the Bookrunners
have not received such satisfactory evidence, the Bookrunners may,
in their absolute discretion, terminate the Investor's Placing
participation in which event all funds delivered by the Investor to
the Bookrunners will be returned without interest to the account of
the drawee bank or CREST account from which they were originally
debited;
(xxxiv) it agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, any of the
Bookrunners and/or the Company may require proof of identity of the
Investor and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by it or the Investor to produce any
information required for verification purposes, any of the
Bookrunners and/or the Company may refuse to accept the application
and the moneys relating thereto. The Investor holds harmless and
will indemnify the Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
(xxxv) it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Investors or sold as the
Bookrunners may in their absolute discretion determine and without
liability to it. It will, however, 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 Placing Shares
on its behalf;
(xxxvi) 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 liability under any of sections 67,
70, 93 and 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 to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
(xxxvii) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the FPO; or (ii) a high
net worth entity falling within article 49(2)(a) to (d) of the FPO
or (ill) is a person to whom this announcement may otherwise be
lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxxviii) if it is in the EEA, the person is a "Professional
Client/Eligible Counterparty" within the meaning of Annex
11/Article 24 (2) of MiFID and is not participating in the Placing
on behalf of persons in the EEA other than professional clients or
persons in the UK and other Member States (where equivalent
legislation exists) for whom the Investor has authority to make
decisions on a wholly discretionary basis;
(xxxix) each Investor in a relevant member state of the EEA or
the United Kingdom who acquires any Placing Shares under the
Placing contemplated hereby will be deemed to have represented,
warranted and agreed with each of the Bookrunners and the Company
that: (i) it is a qualified investor within the meaning of the law
in that relevant member state implementing Article 2(e) of the
Prospectus Regulation or the UK Prospectus Regulation (as
applicable); and (ii) in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation or the UK Prospectus Regulation
(as applicable): (A) 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, as that term
is defined in the Prospectus Regulation and the UK Prospectus
Regulation, or in other circumstances falling within Article 3(2)
of the Prospectus Regulation or the UK Prospectus Regulation (as
applicable) and the prior consent of the Bookrunners has been given
to the offer or resale; or (B) where Placing Shares have been
acquired by it on behalf of persons in any relevant member state or
the United Kingdom other than qualified investors, the offer of
those Placing Shares to it is not treated under the Prospectus
Regulation and UK Prospectus Regulation as having been made to such
persons;
(xl) 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 the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
(xli) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xlii) in the case of a person who confirms to any of the
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and who is acting on behalf of a
third party, that the terms on which the Investor (or any person
acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(xliii) the exercise by any of the Bookrunners of any rights or
discretions under the Placing Agreement shall be within the
absolute discretion of the Bookrunners and none of the Bookrunners
need not have any reference to, or consultation with, any Investor
and shall have no liability to any Investor whatsoever in
connection with any decision to exercise or not to exercise or to
waive any such right and each Investor agrees that it shall have no
rights against the Bookrunners or any of their directors or
employees under the Placing Agreement;
(xliv) if it has received any inside information about the
Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the Market
Abuse Regulation, prior to the information being made publicly
available;
(xlv) it irrevocably appoints any director of any of Cenkos,
Berenberg, Goldman Sachs or Stifel (as relevant to its
participation in the Placing) as its agent for the purposes of
executing and delivering to the Company and/or the Registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares agreed to be taken up by it
under the Placing and otherwise to do all acts, matters and things
as may be necessary for, or incidental to, its acquisition of any
Placing Shares in the event of its failure so to do;
(xlvi) it will indemnify (on an after-tax basis) and hold the
Company, any Company Affiliate, the Bookrunners, any Bookrunner
Affiliate and any person acting on their respective behalf harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix will survive
after completion of the Placing;
(xlvii) that each of the Bookrunners and the Company will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
which are given to each of the Bookrunners on their own behalf and
on behalf of the Company and are irrevocable and it irrevocably
authorises each of the Bookrunners and the Company to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
(xlviii) it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the trade confirmation
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Investors
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Bookrunners' conduct
of the Placing;
(xlix) each of the Bookrunners and the Bookrunner Affiliates
may, in accordance with applicable legal and regulatory provisions,
engage in transactions in relation to the Placing Shares and/or
related instruments for its own account and, except as required by
applicable law or regulation, none of the Bookrunners or any of the
Bookrunner Affiliates intends to make any public disclosure in
relation to such transactions. Accordingly, references in this
Announcement to shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares
in the Company to the Bookrunners and/or any Bookrunner Affiliate
acting in such capacity. In addition the Bookrunners and any
Bookrunner Affiliate may enter into financing arrangements and
swaps with Investors in connection with which the Bookrunners may
from time to time acquire, hold or dispose of such securities of
the Company, including the Placing Shares; and
(l) that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (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, 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 Bookrunners or the Company
in any jurisdiction in which the relevant Investor is incorporated
or in which any of its securities have a quotation on a recognised
stock exchange;
(li) the Bookrunners and any Bookrunner Affiliate, each acting
as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by any of the Bookrunners and
the Bookrunner Affiliates, acting as an investor for its or their
own account(s). Neither the Bookrunners, the Bookrunner Affiliates
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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Bookrunners (for
their own benefit and, where relevant, the benefit of any Company
Affiliate, the Bookrunner Affiliate (as the case may be) and any
person acting on their respective behalf) and are irrevocable. Each
Investor, and any person acting on behalf of an Investor,
acknowledges that none of the Bookrunners, the Bookrunner
Affiliates or the Company Affiliates owes any fiduciary or other
duties to any Investor in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
The Company and the Bookrunners will rely upon the truth and
accuracy of each of the foregoing representations, warranties and
undertakings.
Each Investor and any person acting on behalf of each Investor
acknowledges and agrees that any of the Bookrunners or any
Bookrunner Affiliate may, at its absolute discretion, agree to
become an Investor in respect of some or all of the Placing Shares.
Each Investor acknowledges and is aware that the Bookrunners are
receiving a fee in connection with their role in respect of the
Placing as detailed in the Placing Agreement.
When an Investor or person acting on behalf of the Investor is
dealing with the Bookrunners, any money held in an account with any
of the Bookrunners on behalf of the Investor and/or any person
acting on behalf of the Investor will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under the FSMA. The Investor 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 the
Bookrunners money in accordance with the client money rules and
will be used by the Bookrunners in the course of its own business;
and the Investor will rank only as a general creditor of the
Bookrunners.
All times and dates in this Announcement may be subject to
amendment by the Bookrunners (in its absolute discretion). The
Bookrunners shall notify the Investor and any person acting on
behalf of the Investor of any changes.
(l) Supply and disclosure of information
If any of the Bookrunners, the Registrars or the Company or any
of their respective agents request any information about an
Investor's agreement to acquire Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Bookrunners, the Registrars and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them, and the exercise or partial exercise of one will not prevent
the exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to any of the Bookrunners:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
relevant Bookrunner.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the
Bookrunners.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of the Bookrunners, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) The Bookrunners and the Company each expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing
Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
(n) Stifel prescribed notifications to permitted clients
Stifel provides the following notifications for the purposes of
Canadian securities law;
(i) Stifel is not registered in Ontario, Canada to make the
trade contemplated by this Announcement and these terms and
conditions;
(ii) Stifel is a company registered in England & Wales (registered number: 03719559);
(iii) all or substantially all of the assets of Stifel may be situated out of Canada;
(iv) there may be difficulty enforcing legal rights against
Stifel (or the Company) because of the above; and
(v) the name and address of the agent for service of process of
Stifel in Toronto, Ontario, Canada, is as follows:
Ontario Service of Process Agent: 152928 Canada Inc. c/o Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1B9
Canada
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END
IOEKZGMFVRMGMZM
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