TIDMSWG
RNS Number : 7254K
Shearwater Group PLC
24 April 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
24 April 2020
Shearwater Group plc
Proposed placing to raise a minimum of GBP2.5 million
New GBP4 million revolving credit facility
and
Further trading update
Shearwater Group plc (AIM:SWG) ("Shearwater", the "Company" or,
together with its subsidiary undertakings, the "Group" ), the
organisational resilience group, today announces a proposed placing
to raise a minimum of GBP2.5 million (before expenses) for the
Company (the "Placing") through the issue of new ordinary shares of
10 pence each ("Ordinary Shares") in the capital of the Company
(the "Placing Shares "). The Company is also announcing details of
a new revolving credit facility (the "RCF") and a further trading
update.
Highlights
-- Placing to raise minimum gross proceeds of approximately
GBP2.5 million at 240 pence per share (the "Placing Price").
-- New GBP4 million, 3-year committed, RCF with Barclays Bank
plc agreed in principle (subject to final documentation).
-- Strong financial performance for the financial year ended 31
March 2020, with the Group achieving unaudited revenue of GBP33.0
million (2019: GBP23.5 million) and unaudited Underlying EBITDA [1]
of GBP3.2 million (2019: loss GBP1.4 million).
-- Together, the Placing and the RCF will enable the Group to
capitalise on considerable growth opportunities within its
markets.
-- The Placing, to be conducted by way of an accelerated
bookbuild, will launch with immediate effect.
-- Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") is acting as sole bookrunner in connection with the
Placing.
-- The terms and conditions of the Placing are set out in the
appendix (the "Appendix") to this announcement (which forms part of
this announcement, such announcement and the Appendix together
being this "Announcement").
David Williams, Shearwater's Chairman commented:
"Having successfully built the Company into a profitable
business providing a wide range of software and solutions to best
protect organisations' data and information, it is an appropriate
moment to scale Shearwater. We now have a solid foundation from
which we can build, a highly experienced Board with an enviable
contact base and a very professional management team capable of
executing this expansion.
"Due to the uncertainties created by COVID-19, there are many
more opportunities for good businesses to team up with us and
become part of an exciting group in the growing market for
organisational resilience.
"In carrying out this type of fundraise, it does unfortunately
mean that our smaller shareholders are excluded from participating
and for this I apologise. With the current volatility in the
markets, as a Board we decided that we should take the speediest
route to funding, and unlike the last equity fundraise we completed
when we had an open offer, the Board has decided it is not in the
best interests of the Company to do the same now. The advantages of
taking this course of action will benefit all shareholders given
the opportunities the Group is seeing, and I hope that those unable
to participate will understand."
Rationale for the Placing and use of proceeds
Shearwater is an organisational resilience group in the UK cyber
security market. As previously announced by the Company, current
global uncertainties are providing the Group with interesting
opportunities to expand its reach at attractive valuations and
accordingly, the board of directors of the Company (the "Board" or
the "Directors") confirms that it is exploring a number of
near-term bolt-on, strategic acquisition opportunities with revenue
ranging from approximately GBP2 million to GBP20 million, as well
as the possibility of larger acquisition opportunities . In each
case, the Company's aim is to acquire profitable businesses that
have a clear fit within the Group's existing business model, with
tangible synergy benefits . The Board believes that now is an
appropriate time to seek to further strengthen the Group's
financial position in order to ensure it is best placed to take
advantage of these acquisition opportunities as they arise.
The net proceeds of the Placing will:
-- together with the RCF, improve the Group's liquidity
position; and
-- provide funds for further acquisitions as part of
Shearwater's ongoing buy-and-build strategy.
The Placing does not require any additional shareholder approval
and the Company also does not propose to carry out any pre-emptive
offer to shareholders.
The Board has concluded that the Placing is in the best
interests of the Company's shareholders and wider stakeholders and
will promote the success of the Company as a whole. The Directors
believe that now is an ideal moment to make acquisitions and with
this offering structure minimise the time to completion.
New revolving credit facility
The Group has, subject to final legal documentation, received
credit approval for a new GBP4 million, 3-year committed revolving
credit facility with Barclays Bank plc, which will strengthen the
Group's working capital headroom. Brookcourt Solutions Limited
("Brookcourt Solutions"), as Shearwater's largest group company,
will be the initial borrower under the RCF which will contain a
permitted investment basket to enable other Group companies to
access the facility.
Once implemented, it is anticipated that the RCF will be moved
from Brookcourt Solutions to the Company as principal borrower over
the forthcoming months to provide increased borrowing flexibility
for the wider Group as Shearwater continues to execute its growth
strategy.
Trading update and outlook
Further to the pre-close statement announced by the Company on 2
April 2020, the Group has had a strong financial performance for
the financial year ended 31 March 2020 and has generated unaudited
revenue of GBP33.0 million (FY19: GBP23.5 million) and unaudited
Underlying EBITDA of GBP3.2 million (FY19: GBP1.4 million loss).
Cash as at 31 March 2020 was GBP3.3 million but is expected to
reduce by approximately GBP2.3 million during April 2020 due to
scheduled payments of amounts owing under prior acquisitions.
During the period, the Group has continued its focus on driving
operational improvements through effective organisational design
and the execution of cross selling opportunities. Most recently, as
a result of the COVID-19 pandemic, the Group has experienced a step
up in software sales as the demand for cyber security solutions
which enable organisations to facilitate secure remote access to
their critical networks, data and information assets has increased,
as the trend for home working continues.
In addition, the Group has noted a change in revenue mix from
higher revenue/lower margin hardware-based sales to lower
revenue/higher margin and high recurring software and
subscription-based sales.
As a result of the prevailing market trends, in conjunction with
the proposed implementation of the RCF and the Placing, the
Directors enter the new financial year with a great deal of
confidence around their ability to execute on the considerable
growth opportunities that the Group is experiencing.
Details of the Placing
The Company expects to raise a minimum of GBP2.5 million in
gross proceeds through the Placing of the Placing Shares at the
Placing Price.
Berenberg is acting as sole bookrunner in connection with the
Placing and will commence a bookbuilding process in respect of the
Placing immediately following this Announcement (the "Bookbuilding
Process"). The book will open with immediate effect following this
Announcement. The timing of the closing of the book and allocations
at the Placing Price are at the absolute discretion of Berenberg
and the Company. Details of the number of Placing Shares to be
issued at the Placing Price will be announced as soon as
practicable after the close of the Bookbuilding Process. The
Placing is not being underwritten.
The Placing is conditional upon, among other things, Admission
becoming effective and the placing agreement between the Company
and Berenberg (the "Placing Agreement") not being terminated in
accordance with its terms and credit approval of the RCF not having
been withdrawn or amended. The terms and conditions of the Placing
are set out in the Appendix.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Settlement and dealings
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for the Placing Shares to be admitted to
trading on AIM ("Admission").
Settlement for the Placing Shares and Admission is expected to
take place on or before 8.00 a.m. on 30 April 2020 (or such later
time and/or date as Berenberg may agree with the Company), and
dealings in the Placing Shares will commence at that time.
Directors' participation in the Placing
It is the intention of certain Directors to participate in the
Placing up to an aggregate amount of GBP250,000, further details of
which will be announced following the completion of the
Bookbuilding Process.
The Appendix sets out further information relating to the
Placing and the terms and conditions of the Placing.
The person responsible for arranging the release of this
Announcement on behalf of the Company is David Williams, Chairman
of the Company.
Enquiries:
Shearwater Group plc c/o Instinctif Partners
David Williams, Chairman
Phil Higgins, Chief Executive
Officer
Berenberg (Sole Bookrunner and
Joint Broker)
Matthew Armitt / Mark Whitmore +44 (0)20 3207 7800
Cenkos Securities plc (Nominated
Adviser and Joint Broker)
Max Hartley / Ben Jeynes - NOMAD
Julian Morse / Michael Johnson
- Sales +44 (0)20 7397 8900
Instinctif Partners shearwater @instinctif.com
Adrian Duffield / Chantal Woolcock +44 (0)20 7457 2815
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Investors 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.
About Shearwater
Shearwater is an award-winning organisational resilience group
that provides cyber security, advisory and managed security
services to help assure and secure businesses in a connected global
economy. The Group's comprehensive cyber security solutions and
advisory services maintain trust between users, provide assurance
around the protection of information assets and critical
infrastructure, and support organisations' operational
effectiveness. Its capabilities include identity and access
management and data security, cyber security solutions and managed
security services, and security governance, risk and compliance.
The Group is headquartered in the UK with offices in the US, UK and
Europe, serving customers across the globe who are active in a
broad spectrum of industries. Shearwater's shares are admitted to
trading on the London Stock Exchange's AIM market under the ticker
"SWG". For more information, please visit
www.shearwatergroup.com.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
(2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SHEARWATER GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT
BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND
IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Berenberg or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Berenberg to inform themselves about
and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Australia,
New Zealand, Canada, Japan or the Republic of South Africa or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not
apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, New Zealand, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, New Zealand, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
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 Product Governance
Requirements) 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 investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the 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 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 Target Market Assessment, Berenberg will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or 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.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively for the Company in connection
with the Placing and will not be acting for any other person
(including any Placees) and will not be responsible to any person
other than the Company for providing the protections afforded to
clients of Berenberg or for advising any other person in respect of
the 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 Berenberg or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
AND (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SHEARWATER GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Berenberg or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Berenberg to inform themselves about
and to observe any such restrictions.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of FSMA does not
apply.
This Announcement or any part of it is for information purposes
and does not constitute or form part of any offer to issue or sell,
or the solicitation of an offer to acquire, purchase or subscribe
for, any securities in the United States (including its territories
and possessions, any state of the United States and the District of
Columbia), Australia, New Zealand, Canada, Japan or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, New Zealand, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, New Zealand, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each Placee by making an oral
and legally binding offer to acquire Placing Shares will be deemed
to have read and understood this Announcement in its entirety, to
be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom (each, a "Relevant State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) 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:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of Berenberg has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons; and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published, provided. No prospectus or other offering document has
been or will be submitted to be approved by the FCA in relation to
the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of the information contained in this
Announcement and the announcement of the results of the Placing
(the "Placing Results Announcement") and subject to any further
terms set forth in the contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information, representation, warranty or statement made by or
on behalf of Berenberg or the Company or any other person and none
of Berenberg, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Berenberg has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement,
Berenberg, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price, including through the use of
intermediaries, sub-agents and delegees. The Placing is not being
underwritten.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of 10 pence each ("Ordinary
Shares") in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
As part of the Placing, the Company has agreed that it will not
for a period of 90 days following Admission, issue, offer, sell,
pledge, contract to sell or issue, grant any option, right or
warrant to subscribe or purchase or otherwise dispose of or create
an encumbrance over, directly or indirectly, any Ordinary Shares
(or any interest therein or in respect thereof) or other securities
of the Company exchangeable for, convertible into or representing
the right to receive Ordinary Shares or any substantially similar
securities or otherwise enter into any transaction (including
derivative transaction) with the same economic effect as any of the
foregoing or deposit any equity securities in any depositary
receipt facility or to announce publicly any intention to enter
into any transaction described above. This agreement is subject to
certain customary exceptions and does not prevent the grant or
exercise of options under any of the Group's existing share
incentives and share option schemes.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Company will allot and issue the Placing
Shares on a non-pre-emptive basis to the Placees in consideration
for Berenberg transferring its holding of redeemable preference
shares and ordinary shares in Primavera (Jersey) Limited
("JerseyCo") to the Company. Accordingly, instead of receiving cash
as consideration for the issue of Placing Shares, at the conclusion
of the Placing the Company will own all of the issued ordinary
shares and redeemable preference shares of JerseyCo whose only
asset will be its cash reserves, which will represent an amount
approximately equal to the net proceeds of the Placing.
Application for Admission
Application has been made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 30 April 2020 and that dealings in the Placing Shares on
AIM will commence at the same time.
Principal terms of the Placing
1. Berenberg is acting as sole bookrunner to the Placing, as
agent for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Berenberg to
participate. Berenberg and any of its affiliates are entitled to
participate in the Placing as principal.
3. The price per Placing Share (the "Placing Price") is fixed at
240 pence and is payable to Berenberg (as agent for the Company) by
all Placees. The number of Placing Shares will be agreed between
Berenberg and the Company following completion of the Bookbuilding
Process. The number of Placing Shares will be announced by the
Company through a Regulatory Information Service (the "Placing
Results Announcement") following the completion of the Bookbuilding
Process.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone to their usual sales contact at
Berenberg. Each bid should state the number of Placing Shares which
a Placee wishes to acquire at the Placing Price. Bids may be scaled
down by Berenberg on the basis referred to in paragraph 99 below.
Berenberg is arranging the Placing as agent of the Company.
5. The Bookbuilding Process is expected to close no later than
5.00 p.m. on 24 April 2020 but may be closed earlier or later
subject to the agreement of Berenberg and the Company. Berenberg
may, in agreement with the Company, accept bids that are received
after the Bookbuilding Process has closed. The Company reserves the
right (upon agreement of Berenberg) to reduce or seek to increase
the amount to be raised pursuant to the Placing, in its
discretion.
6. Each Placee's allocation will be determined by Berenberg and
the Company in accordance with the allocation policy agreed between
Berenberg and the Company, and in accordance with all applicable
laws and will be confirmed orally by Berenberg.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process detailing the
aggregate number of the Placing Shares to be issued at the Placing
Price.
8. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Berenberg. The terms of
this Appendix will be deemed incorporated in that contract
note.
9. Subject to paragraphs 4, 5 and 6 above, Berenberg may choose
to accept bids, either in whole or in part, on the basis of
allocations determined in accordance with the allocation policy
agreed between Berenberg and the Company and may scale down any
bids for this purpose on such basis as they may determine in
agreement with the Company. Berenberg may also, notwithstanding
paragraphs 4, 5 and 6 above, in agreement with the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. Each Placee's allocation and commitment to acquire Placing
Shares will be made on the terms and subject to the conditions in
this Appendix and each Placee's oral instruction to participate in
the Placing will be legally binding on the Placee on behalf of
which it is made and except with Berenberg's consent will not be
capable of variation or revocation after the time at which it is
submitted. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Berenberg (as agent for
the Company), to pay to it (or as it may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by Berenberg or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
13. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing".
14. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) Berenberg;
(b) any of its affiliates, agents, directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with Berenberg as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
Berenberg),
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither Berenberg nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Berenberg's conduct of the Placing
or of such alternative method of effecting the Placing as Berenberg
and the Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to Berenberg.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Berenberg in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with Berenberg or by such other means as Berenberg deems necessary
if such delivery and settlement would not be consistent with
regulatory requirements in the jurisdiction in which a Placee is
located.
Settlement of transactions in the Placing Shares (ISIN:
GB00BKT6VH21) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST and
is expected to occur on 30 April 2020 (the "Settlement Date") in
accordance with the contract notes. Settlement will be on a
delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and Berenberg may agree that the Placing Shares should be issued in
certificated form. Berenberg reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as it deems necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing base rate of
Barclays Bank plc as determined by Berenberg.
Each Placee is deemed to agree that if it does not comply with
these obligations, Berenberg may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for its own
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Placing Price
and for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of its Placing
Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Berenberg under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the Company complying with its obligations under the Placing
Agreement in so far as they are required to be performed on or
before Admission;
(b) none of the representations and warranties on the part of
the Company contained in the Placing Agreement being untrue,
inaccurate or misleading on the date on which the Placing Agreement
is signed or Admission, by reference to the facts and circumstances
then subsisting;
(c) Admission having become effective at or before 8.00 a.m. on
30 April 2020 or such later time as Berenberg may agree with the
Company, but in any event no later than 8.00 a.m. on 30 April
2020,
(all conditions to the obligations of Berenberg included in the
Placing Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and
Berenberg may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's
rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Berenberg may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the conditions in
the Placing Agreement in whole or in part, or extend the time
provided for fulfilment of one or more conditions. Any such
extension or waiver will not affect Placees' commitments as set out
in this Appendix.
Berenberg may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Berenberg nor any of its affiliates, agents, directors,
officers or employees nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision any of them may make as to the satisfaction of any
condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Berenberg.
Termination of the Placing
Berenberg may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
(a) there has, in the opinion of Berenberg, been a breach of the
warranties given to it which has a material adverse effect on the
Placing;
(b) there has, in the opinion of Berenberg, been a material adverse change;
(c) any statement contained in this Announcement, the Placing
Results Announcement or any other document or announcement issued
or published by or on behalf of the Company in connection with the
Placing is or has become or has been discovered to be untrue,
inaccurate or misleading in any material respect; or
(d) in the opinion of Berenberg, there has been a force majeure
event, as would in the opinion of Berenberg be likely to prejudice
the success of the Placing.
By participating in the Placing, each Placee agrees with the
Company and Berenberg that the exercise by the Company or Berenberg
of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or Berenberg or for agreement between the Company
and Berenberg (as the case may be) and that neither the Company nor
Berenberg need make any reference to such Placee and that none of
the Company, Berenberg nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability
to such Placee (or to any other person whether acting on behalf of
a Placee or otherwise) whatsoever in connection with any such
exercise. Each Placee further agrees that they will have no rights
against Berenberg, the Company or any of their respective directors
or employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1990 (as amended).
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by Berenberg of a contract note confirming each
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Berenberg expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
(a) is required under the Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the
Market Abuse Regulation (EU Regulation No. 596/2014 (the "MAR")),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither Berenberg nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement or
any information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information"); nor has
it requested Berenberg, the Company, any of their respective
affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such
information;
5. neither Berenberg nor any person acting on behalf of it nor
any of its affiliates, agents, directors, officers or employees has
or shall have any liability for any Publicly Available Information,
or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in this Announcement, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on the
information in this Announcement;
(b) neither Berenberg, nor the Company (nor any of their
respective affiliates, agents, directors, officers and employees)
have made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Berenberg or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
7. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that neither
Berenberg nor any of its respective affiliates, agents, directors,
officers or employees nor any person acting on behalf of any of
them is responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this Announcement nor will they be liable for
any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
8. it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, New Zealand, Canada, the
Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
Australia, New Zealand, Canada, the Republic of South Africa or
Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or
indirectly, within the United States, Australia, New Zealand,
Canada, Japan or the Republic of South Africa or in any country or
jurisdiction where any such action for that purpose is
required;
10. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms
of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as Berenberg determines;
11. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, New Zealand, Canada, Japan or the Republic of South
Africa, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of Australia, New Zealand, Canada, Japan
or the Republic of South Africa and may not be offered, sold, or
acquired, directly or indirectly, within those jurisdictions;
13. if located outside the United States, it and/or each person
on whose behalf it is participating:
(a) will acquire the Placing Shares in an "offshore
transaction", as defined in Regulation S, conducted in accordance
with Regulation S and the Placing Shares were not offered to it by
means of "directed selling efforts", as defined in Regulation S;
and
(b) it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring the Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States.
14. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
15. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer subject to certain
exceptions under US law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States (as defined in
the Securities Act);
17. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
18. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form, or by such other means as Berenberg deems
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located, and
acknowledges and agrees that the Placing Shares will, to the extent
they are delivered in certificated form, bear a legend to the
following effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
19. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
20. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
21. its understands and acknowledges that the Company shall have
no obligation to recognise any offer, sale, pledge or other
transfer made other than in compliance with the restrictions on
transfer set forth and described herein and that the Company may
make notation on its records or give instructions to the Company's
registrar and any transfer agent of the Placing Shares in order to
implement such restrictions;
22. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
23. none of Berenberg, its affiliates and any person acting on
behalf of any of them is making any recommendations to it or
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of Berenberg and that Berenberg has no duties or responsibilities
to it for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
24. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will make payment to Berenberg for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement
on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such
terms as Berenberg determines in its absolute discretion without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
25. no action has been or will be taken by any of the Company,
Berenberg or any person acting on behalf of the Company or
Berenberg that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
26. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be.
Berenberg and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and
Berenberg in respect of the same on the basis that the Placing
Shares will be allotted or transferred to a CREST stock account of
Berenberg or transferred to a CREST stock account of Berenberg who
will hold them as nominee on behalf of the Placee until settlement
in accordance with its standing settlement instructions with
it;
27. the sale, allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of
Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares
would give rise to such a liability;
28. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or Article 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
29. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant State prior to the expiry
of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA or
an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
30. if it is within a Relevant State, it is a Qualified Investor
as defined in Article 2(e) of the Prospectus Regulation;
31. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Berenberg in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
32. it and any persons acting on its behalf has complied and it
will comply with all applicable laws with respect to anything done
by it or on its behalf in relation to the Placing Shares (including
all relevant provisions of the FSMA in respect of anything done in,
from or otherwise involving the United Kingdom);
33. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Relevant
State other than Qualified Investors, or in circumstances in which
the express prior written consent of Berenberg has been given to
the offer or resale;
34. if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
35. neither Berenberg, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of Berenberg or its affiliates, agents, directors,
officers or employees is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into
in connection with the Placing nor providing advice in relation to
the Placing nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance
of any of Berenberg's rights and obligations thereunder including
any rights to waive or vary any conditions or exercise any
termination right;
36. Berenberg and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Berenberg and/or any of its affiliates acting as an
investor for its or their own account(s). Neither Berenberg 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;
37. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (together, the
"Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
and if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to
Berenberg such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Berenberg on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Berenberg may
decide at its sole discretion;
38. in order to ensure compliance with the Regulations,
Berenberg (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity, location or legal status. Pending the
provision to Berenberg or the Company's registrars, as applicable,
of evidence of identity, location or legal status, definitive
certificates in respect of the Placing Shares may be retained at
Berenberg's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
Berenberg's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identity, location or legal status Berenberg
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either
Berenberg and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
39. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or
Berenberg's conduct of the Placing;
40. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
41. it irrevocably appoints any duly authorised officer of
Berenberg as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to acquire upon the terms of
this Announcement;
42. the Company, Berenberg and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Berenberg on its own behalf and on behalf of the
Company are irrevocable;
43. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
44. time is of the essence as regards its obligations under this Appendix;
45. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Berenberg;
46. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
47. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Placing will be governed by
and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or Berenberg in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Berenberg and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Berenberg, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Berenberg shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Berenberg
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Berenberg in the event that either
the Company and/or Berenberg have incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Berenberg for
itself and on behalf of the Company are irrevocable.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation in the United Kingdom by the FCA, is acting exclusively
for the Company in connection with the Placing and will not be
acting for any other person (including any Placees) and will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Berenberg or for advising any
other person in respect of the matters referred to in this
Announcement. No representation or warranty, express or implied, is
made by Berenberg as to the contents of this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Berenberg does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Berenberg may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Berenberg, any money held in an account with Berenberg
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence
this money will not be segregated from Berenberg's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
[1] Underlying EBITDA defined as profit before tax, before one
off exceptional items, share based payment charges, finance
charges, depreciation and amortisation
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEKZGZDZFDGGZZ
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April 24, 2020 02:00 ET (06:00 GMT)
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