TIDMTM17
RNS Number : 4020Y
Team17 Group PLC
13 January 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN TEAM17 GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMED FROM TIME TO TIME) ("UK
MAR").
13 January 2022
For immediate release
Team17 Group plc
("Team17", the "Group" or the "Company")
Proposed Placing of New Ordinary Shares
Team17, a global games label, creative partner and developer of
independent ("indie") premium video games and developer of
educational entertainment ("edutainment") apps for children,
announces its intention to conduct a non pre-emptive placing of new
ordinary shares (the " Placing Shares ") of GBP0.01 each in the
capital of the Company (the " Placing "), to raise gross proceeds
of approximately GBP80 million (before expenses).
The Placing Shares will not exceed approximately 8 per cent. of
the current issued share capital of the Company.
The Placing will be conducted through an accelerated
bookbuilding process (the " Bookbuilding Process ") which will be
launched immediately following the release of this announcement and
will be made available to new and existing eligible institutional
investors. The Placing is subject to the terms and conditions set
out in Appendix 1 to this announcement (which forms part of this
Announcement, such announcement and its Appendices together being
this " Announcement "). Joh. Berenberg, Gossler & Co. KG ("
Berenberg ") is acting as sole global co-ordinator and sole
bookrunner (the "Sole Global Co-ordinator", the " Sole Bookrunner
", or the "Bank") in connection with the Placing.
Use of proceeds
The net proceeds of the Placing will be used to fund the
acquisition of astragon Entertainment GmBH for a maximum cash
consideration of EUR100 million (GBP83 million(1) ) (the "
Acquisition ")(1) . Further information on the Acquisition can be
found in the Acquisition announcement released separately by the
Company earlier today.
The Acquisition is expected to complete mid-January 2022,
subject to the satisfaction or, where applicable, waiver of the
conditions set out in the Acquisition Agreement. The Placing is not
conditional upon the completion of the Acquisition and, in the
event that the Acquisition does not occur, the current intention of
the Directors is that the net proceeds of the Placing will be
invested on a short-term basis while they evaluate other
acquisition opportunities.
(1) EUR:GBP exchange rate of 1.20 as of 12 January 2022
(Bloomberg), figures are rounded
Details of the Placing
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
The Sole Bookrunner will commence the Bookbuilding Process
immediately following the release of this Announcement, and the
book will open with immediate effect at that time. The price per
Placing Share at which the Placing Shares are to be placed (the
"Placing Price") will be determined at the close of the
Bookbuilding Process. The timing of the closing of the book,
pricing and allocations are at the absolute discretion of the Sole
Bookrunner in consultation with the Company. Details of the Placing
Price and the number of Placing Shares to be issued will be
announced as soon as practicable after the close of the
Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
The Placing is not conditional upon the approval of the
Company's shareholders. The Company acknowledges that it is seeking
to issue Placing Shares representing up to approximately 8 per
cent. of its existing issued ordinary share capital on a non
pre-emptive basis and has therefore consulted, where possible, with
the Company's major institutional shareholders ahead of the release
of this Announcement. The Placing structure has been chosen as it
minimises cost, time to completion and use of management time. The
consultation has confirmed the Directors' view that the Placing is
in the best interests of shareholders, as well as wider
stakeholders in Team17.
Application will be made for the Placing Shares to be admitted
to trading on AIM. It is expected that Admission will become
effective and that dealings in the Placing Shares will commence on
AIM on 18 January 2022.
Debbie Bestwick MBE, Chief Executive Officer of Team17,
Christopher Bell, Non-Executive Chairman of Team17, and Martin
Hellawell, Non-Executive Director of Team17, intend to participate
in the Placing. Further details will be contained in the Placing
results announcement.
For further information please contact:
Team17 Group plc via Vigo Consulting
Debbie Bestwick MBE, Chief Executive Officer
Mark Crawford, Chief Financial Officer
Houlihan Lokey (Nominated Adviser) +44 (0) 161 250
Adrian Reed / Paul Lines 3577
Berenberg (Sole Global Coordinator, Bookrunner
and Broker)
Chris Bowman / Toby Flaux / Marie Moy / Alix
Mecklenburg-Solodkoff +44 (0)20 3207 7800
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Kate Kilgallen
team17@vigocon sulting.com +44 (0)20 7390 0233
About Team17 Group plc
Team17 Group plc is a global provider of games entertainment to
a broad audience. It has two main verticals - a games entertainment
label and creative partner for indie developers, and a leading
developer of educational apps, targeting children under the age of
eight.
Games label and creative partner
Team17 is a games entertainment label and creative partner for
independent ("indie") developers, focused on the premium, rather
than free to play market, and creating games for the PC, console,
mobile and tablet gaming markets.
Alongside developing the Company's own games in house ("first
party IP"), Team17 also partners with independent developers across
the globe to add value to their games in all areas of development
and production and in bringing them to market across multiple
platforms for fixed percentage royalties ("third party IP").
Since foundation in 1990, the Company has launched over 100
games, including the iconic Worms, Overcooked! and Escapists
franchises, along with many more inc; Yooka-Laylee, Yoku's Island
Express, My Time at Portia, Hell Let Loose, Blasphemous, Golf With
Your Friends, Neon Abyss and Moving Out making Team17 one of the
most prolific developers and diverse partners of games for the
indie market.
The person arranging release of this announcement on behalf of
Team17 is Richard Almond, Company Secretary.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
other jurisdiction should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for
the purposes of complying with the AIM Rules and the UK MAR and the
information disclosed may not be the same as that which would have
been prepared in accordance with the laws and regulation of any
jurisdiction outside of England.
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. Appendix 1 to
this Announcement sets out further information relating to the
terms and conditions of the Placing. Unless otherwise stated,
capitalised terms in this Announcement have the meanings ascribed
to them in Appendix 2 (which forms part of this Announcement).
This Announcement contains inside information for the purposes
of UK MAR. Market soundings, as defined in UK MAR, were taken in
respect of the Placing, with the result that certain persons became
aware of inside information relating to the Company and its
securities, as permitted by UK MAR. That inside information is set
out in this Announcement. Therefore, those persons that received
inside information in a market sounding are no longer in possession
of inside information relating to the Company and its
securities.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
Announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth, strategies and the
industries in which the Group operates. By their very nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements,
including, without limitation: conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows, return on capital and operating margins of the Group;
the anticipated investments and capital expenditures of the Group;
changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; changes in governmental
policies, and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements
contained in this Announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules, UK MAR or other applicable legislation or
regulation, neither the Company nor Berenberg undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should therefore not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
Certain data in this Announcement, including financial,
statistical and operating information, has been rounded.
Admission and settlement
Application will be made for the Placing Shares to be admitted
to trading on the AIM market ("AIM") of London Stock Exchange plc
(the "London Stock Exchange").
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 18 January 2022. The Placing
is conditional upon, among other things, Admission becoming
effective and the Placing Agreement between the Company and the
Sole Bookrunner not being terminated in accordance with its terms.
Following Admission, assuming the full take up of the Placing
Shares pursuant to the Placing, the Company will have 144,620,544
Ordinary Shares in issue.
Appendix 1 sets out further information relating to the
Bookbuilding Process and the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral, electronic or written offer to acquire Placing Shares, will
be deemed to have read and understood this Announcement in its
entirety (including the Appendices) 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 Appendix 1.
IMPORTANT NOTICES
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR
COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY,
FAIRNESS OR COMPLETENESS.
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 TEAM17 GROUP PLC.
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 OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (AS AMED) AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED
STATES.
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, the
Sole Bookrunner or any of their respective affiliates, agents,
directors, officers, consultants, partners or employees
("Representatives") 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 the Sole Bookrunner 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 Australia, Canada, New Zealand,
Japan, 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 from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. 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) does not require the approval of the relevant
communication by an authorised person.
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, Canada, New Zealand, Japan, or 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 the United
States, Australia, Canada, New Zealand, Japan, or 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 such action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral, electronic or written 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 Appendix 1. 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.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and in the United Kingdom
is deemed authorised under the Temporary Permissions Regime and is
subject to limited regulation 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 or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Sole Bookrunner or by any of its
Representatives 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 1 - TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION IN
IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE
LAW OR REGULATION.
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) IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EEA, PERSONS WHO
ARE, UNLESS OTHERWISE AGREED BY BERENBERG, "QUALIFIED INVESTORS" AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND
(B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE
DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION,
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("EUWA") AND OTHER IMPLEMENTING
MEASURES (SUCH PERSONS IN (A) AND (B)(I) BEING "QUALIFIED
INVESTORS"); (II) ARE EITHER "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; (C) IN THE UNITED STATES TO A
LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS
DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT"); OR (D) TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (A), (B), (C) AND (D) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT
(INCLUDING THE APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN)
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCMENT, THE APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT (INCLUDING THE APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN) COMES ARE REQUIRED BY THE COMPANY AND BERENBERG TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
IN PARTICULAR, 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 SECURITIES 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, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
THE PLACING SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED
STATES ONLY TO QIBS IN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND (B) OUTSIDE THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan,
the Republic of South Africa or New Zealand. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, the Republic of South Africa, New Zealand or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful.
Information to Distributors
UK Product Governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK 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 investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors (for the purposes of UK Product
Governance Requirements) should note that: (a) the price of the
Placing Shares may decline and investors could lose all or part of
their investment; (b) the Placing Shares offer no guaranteed income
and no capital protection; and (c) 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, 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
EEA Product Governance
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 in the EEA (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 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 "EEA Target Market Assessment").
Notwithstanding the EEA Target Market Assessment, distributors
should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the
Placing Shares offer no guaranteed income and no capital
protection; and (c) 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 EEA 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 EEA Target Market Assessment, Berenberg
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EEA 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Appendix or this Announcement of which it forms part
should seek appropriate advice before taking any action.
These terms and conditions apply to persons acquiring Placing
Shares pursuant to the Placing. Each Placee hereby agrees with
Berenberg and the Company to be bound by these terms and conditions
as being the terms and conditions upon which Placing Shares will be
issued or acquired. A Placee shall, without limitation, become so
bound if Berenberg confirms to such Placee its allocation of
Placing Shares.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to acquire Placing Shares, will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings, contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
to the Company and Berenberg that:
(a) it is a Relevant Person (as defined above) 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;
(b) in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
i. it is a Qualified Investor within the meaning of Article 2(e)
of the UK Prospectus Regulation; 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
UK Prospectus Regulation: (x) 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 the
United Kingdom other than Qualified Investors or in circumstances
in which the prior consent of Berenberg have been given to the
offer or resale; or (y) where Placing Shares have been acquired by
it on behalf of persons in the United Kingdom other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such
persons;
(c) in the case of a Relevant Person in a member state of the
EEA (each a "Relevant State") who acquires any Placing Shares
pursuant to the Placing:
i. it is a Qualified Investor within the meaning of Article 2(e)
of the EU Prospectus Regulation; 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
EU Prospectus Regulation: (x) 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 have been given to the
offer or resale; or (y) 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 EU Prospectus Regulation as having been made to such
persons; and
(d) except for such person confirming their status as a QIB,
having duly executed (or will duly execute) an investor letter to
that effect in the form provided to it and having delivered (or
will deliver) the same to Berenberg or its Affiliates (i) it is not
within the United States; (ii) it is not in any jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares; and (iii) it is not acquiring the Placing Shares
with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any such Placing Shares
into the United States or any other jurisdiction referred to in
(ii) above.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it 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.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Berenberg and the Company entered into a Placing Agreement
earlier today, under which Berenberg has, on the terms and subject
to the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price, in order to raise up to approximately GBP85 million
in gross proceeds. The Placing is not being underwritten by
Berenberg or any other person.
The Placing Shares are expected to be issued on or around 18
January 2022. The Placing Shares will, when issued, be subject to
the articles of association of the Company, will be credited as
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions (if any) declared, made or paid
on or in respect of Ordinary Shares after the date of issue of the
Placing Shares. The Placing Shares will trade under TM17 with ISIN
GB00BYVX2X20.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission of the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 18
January 2022. In any event, the latest date for Admission is 31
January 2022 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and the principal terms of, the Placing are as
follows:
1. Berenberg is arranging the Placing as agent for the Company.
Berenberg is regulated by the FCA, is acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
customers or for providing advice in relation to the matters
described in this Announcement.
2. The number of Placing Shares to be issued at the Placing
Price under the Placing will be agreed between Berenberg and the
Company.
3. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
Berenberg. Berenberg is entitled to participate in the Placing as
principal.
4. Each Placee's allocation will be confirmed ("confirmation")
to Placees orally, or in writing (which can include email), by
Berenberg. Berenberg's confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of Berenberg and the Company,
under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association.
Except with Berenberg's consent, such commitment will not be
capable of variation or revocation.
5. The terms and conditions of this Announcement (including this
Appendix) will be deemed to be incorporated in Berenberg's
confirmation and 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 from the time at which it is
issued.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Berenberg (as agent for the Company),
to pay to Berenberg (or as Berenberg may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
7. 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.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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".
9. All obligations of Berenberg under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
10. By participating in the Placing, each Placee agrees 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.
11. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Berenberg nor any of its Affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and
Berenberg and its Affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. 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.
Conditions of the Placing
Berenberg's obligations under the Placing Agreement in respect
of, amongst other things, the Placing are conditional on, inter
alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 5:30 p.m. on 13 January 2022;
2. the delivery by the Company to Berenberg of certain documents
required under the Placing Agreement;
3. the Company having fully performed its obligations under the
Placing Agreement which Berenberg has, acting in good faith, deemed
material to the extent that they fall to be performed prior to
Admission;
4. none of the warranties or undertakings given in the Placing
Agreement being untrue or inaccurate or misleading in any respect
at any time before Admission, and no fact or circumstance having
arisen which would constitute a breach of any of the warranties or
undertakings given in the Placing Agreement on the dates on which
they are given or would have rendered any of the warranties or
undertakings given in the Placing Agreement untrue, incorrect or
misleading if such fact or circumstance had occurred before the
date of the Placing Agreement;
5. the Acquisition Agreement and all other relevant Acquisition
documentation: (i) not having been terminated in accordance with
its terms or, without the prior written consent of Berenberg,
varied or amended in any way deemed material by Berenberg (acting
in good faith); (ii) not having been breached in any way which, in
the opinion of Berenberg, acting in good faith, is material, and no
claims having arisen or been made or received thereunder; and (iii)
having become unconditional in all respects, save for any condition
relating to Placing Agreement becoming unconditional in accordance
with its terms (including, for the avoidance of doubt,
Admission);
6. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules on or before
18 January 2022 or such later date as the Company and Berenberg may
agree, but not being later than 31 January 2022;
7. in the opinion of Berenberg, acting in good faith, there not
having been prior to Admission occurred any material adverse change
in the condition (financial, operational, legal or otherwise) of
the Company and/or any other member of the Group whether or not
arising in the ordinary course; and
8. the Placing Agreement not having been terminated by Berenberg.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Berenberg by the respective time or
date where specified (or such later time or date as Berenberg may
notify to the Company (being not later than the Long Stop Date)) or
(ii) any of such conditions becomes incapable of being fulfilled,
the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Berenberg may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement or
its Appendix.
Neither Berenberg, the Company nor any of their respective
Affiliates or officers, directors, employees or agents shall have
any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they 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.
Right to terminate the Placing Agreement
Berenberg is entitled to terminate the Placing Agreement at any
time prior to Admission by giving notice to the Company in certain
circumstances, including, inter alia:
1. the Company is in breach of any provision of the Placing
Agreement which is material in the context of the Placing, or with
the requirements of any laws or regulations (including UK MAR, FSMA
or the AIM Rules) in relation to the Placing;
2. Berenberg becomes aware of any circumstance which results in
any of the warranties given in the Placing Agreement being untrue
or inaccurate or misleading when given at the date of the Placing
Agreement or which results in or might in the opinion of Berenberg
(acting in good faith) results in any of the warranties being
untrue or inaccurate or misleading when deemed given;
3. it should come to the notice of Berenberg that any statement
contained in any of the Placing Documents is untrue, incorrect or
misleading which Berenberg considers in its absolute discretion,
acting in good faith, to be material in the context of the
Placing;
4. in the opinion of Berenberg (acting in good faith) there has
occurred any material adverse change in the condition (financial,
operational, legal or otherwise) of the Company and/or any other
member of the Group whether or not arising in the ordinary
course;
5. the Acquisition Agreement: (i) is terminated in accordance
with its terms or, without the prior written consent of Berenberg,
varied or amended in any way which, in the opinion of Berenberg,
acting in good faith, is material; or (ii) is breached in any way
which, in the opinion of Berenberg, acting in good faith, is
material, or any claim has arisen or been made or received
thereunder; or
6. there having occurred or, in the opinion of Berenberg, it
being reasonably likely that there will occur, any material adverse
change in the financial markets in the United Kingdom, or economic,
monetary or market conditions (including a significant and material
worsening of the situation relating to COVID-19) which would have a
material impact on the business and operations of the Company
7. there having occurred a general moratorium on commercial
banking activities in London declared by the relevant authorities
or a material disruption in commercial banking or securities
settlement or clearance services in the United Kingdom.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by Berenberg of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Berenberg and that Berenberg need not make
any reference to Placees in this regard and that neither Berenberg
nor any of its Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange 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
(including this Appendix) and the business and financial
information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or has published
via a Regulatory Information Service ("Publicly Available
Information"). 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 that it
has neither received nor relied on any other information (other
than the Exchange Information and/or Publicly Available
Information), representation, warranty, or statement made by or on
behalf of the Company or Berenberg or any other person and neither
Berenberg, the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been
authorised by Berenberg, the Company or their respective
officers, directors, employees or agents. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor Berenberg nor
any of their respective Affiliates, officers, directors, employees
or agents are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or
regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. 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 the standing
CREST settlement instructions which they have in place with
Berenberg.
Settlement of transactions in the Placing Shares (ISIN:
GB00BYVX2X20) following Admission will take place within CREST
provided that, subject to certain exceptions, Berenberg reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place on or about 18
January 2022 in CREST on a T+2 basis in accordance with the
instructions set out in Berenberg's confirmation. Settlement will
be through Berenberg against CREST ID: 5KQAQ.Each Placee is deemed
to agree that, if it does not comply with these obligations,
Berenberg may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds,
for Berenberg's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable and
shall indemnify Berenberg on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on Berenberg such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Berenberg lawfully
takes in pursuance of such sale. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither Berenberg nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to Berenberg (for itself and on
behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
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 that it is able to
obtain or access such Exchange 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;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by Berenberg of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of Berenberg and Berenberg need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against Berenberg or the
Company or any other member of the Group, or any of their
respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
5. that these terms and conditions represent the whole and only
agreement between it, Berenberg and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares. Each
Placee agrees that neither the Company, Berenberg nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK 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 the United
Kingdom or any member state of the EEA other than Qualified
Investors or in circumstances in which the prior consent of
Berenberg have been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the
United Kingdom or any member state of the EEA 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;
7. that neither it nor, as the case may be, its clients expect
Berenberg to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Sourcebook,
and that Berenberg is not acting for it or its clients, and that
Berenberg will not be responsible for providing the protections
afforded to customers of Berenberg or for providing advice in
respect of the transactions described herein;
8. that 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 or the Company nor any of their
respective Affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested Berenberg, the Company or any of their respective
Affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
9. that the only information on which it is entitled to rely on
and on which it has relied upon in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
10. that none of Berenberg, the Company or any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the
Publicly Available Information;
11. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic South Africa or Japan;
12. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
13. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
14. that 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, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Berenberg may in its discretion determine
and without liability to such Placee;
15. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or Berenberg or
any of their respective directors, officers, employees or agents
acting in breach of any regulatory or legal requirements of any
territory in connection with the Placing or its acceptance;
16. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
17. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Berenberg;
18. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
19. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation;
20. that, unless otherwise agreed by Berenberg, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
21. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
22. that any money held in an account with Berenberg (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from Berenberg's (or its nominee) money in accordance
with such client money rules and will be used by Berenberg in the
course of its own business and each Placee will rank only as a
general creditor of Berenberg;
23. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
24. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
25. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
26. that it appoints irrevocably any director of Berenberg as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
27. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
28. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither
Berenberg nor the Company has considered its particular objectives,
financial situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the 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;
30. that it will indemnify and hold the Company and Berenberg
and their respective Affiliates, officers, directors, employees and
agents 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 in this Appendix and
further agrees that the Company and Berenberg will rely on the
truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify Berenberg and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee
pursuant to this Announcement (including this Appendix) are given
to Berenberg for itself and on behalf of the Company and will
survive completion of the Placing and Admission;
31. 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:
31.1 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; and
31.2 will remain liable to the Company and Berenberg for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
32. that time shall be of the essence as regards obligations pursuant to this Appendix;
33. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or Berenberg to provide any legal, financial, tax or other
advice to it;
34. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Berenberg shall
notify it of such amendments;
35. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, and UK MAR, (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and (iii) it is not a
person: (a) with whom transactions are prohibited under the 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; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, 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 Berenberg may request from it
in connection with the Placing (for the purpose of complying with
such Regulations or ascertaining the nationality of any person or
the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Berenberg on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be subscribed for by it or at its direction pursuant to
the Placing being reduced to such number, or to nil, as Berenberg
may decide in its absolute discretion;
36. 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. Pending the provision to Berenberg or
the Company's registrars, as applicable, of evidence of identity,
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 the 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 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;
37. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules;
38. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
39. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Berenberg in any
jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
40. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to Berenberg;
41. that Berenberg owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
42. that Berenberg and any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
43. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares;
44. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and the UK MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
45. that if it has received any confidential price sensitive
information or inside information concerning the Company in advance
of the publication of this Announcement, it has not: (i) dealt (or
attempted to deal) in the securities of the Company or cancelled or
amended a dealing in the securities of the Company; (ii)
encouraged, required, recommended or induced another person to deal
in the securities of the Company or to cancel or amend an order
concerning the Company's securities; or (iii) disclosed such
information to any person, prior to such information being made
publicly available; and
46. (i) the Placing Shares may constitute an equity interest in
a passive foreign investment company within the meaning of Section
1297(a) of the United States Internal Revenue Code of 1986, as
amended ("PFIC"), in the current or any future tax year; if the
Company is a PFIC, then US taxable investors may be subject to
adverse US tax consequences in respect of their investment in the
Placing Shares, (ii) neither the Company nor Berenberg intends to
assess whether the Placing Shares constitute equity interests in a
PFIC in any taxable year or to provide such information as may be
required to make a "qualified electing fund" election with respect
to the Placing Shares and (iii) it is advised to consult with its
own tax advisors concerning the impact of any legislation, proposed
or enacted, that could affect the application of the PFIC
rules.
Where a Placee is acting in its capacity as a discretionary
investment manager on behalf of its underlying clients, then it is
the discretionary investment manager that is to be regarded as the
Placee and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on
behalf of the Placee itself and not their underlying client.
The Company, Berenberg and their respective Affiliates will rely
upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Berenberg for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
Berenberg.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for 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 relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company or
Berenberg will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Berenberg in
the event that any of the Company and/or Berenberg have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify
Berenberg accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. 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.
APPENDIX 2 - DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Acquisition the acquisition of astragon Entertainment GmbH pursuant to the terms of the
Acquisition Agreement
Acquisition Agreement the share purchase agreement between (1) André Michael Franzmann, (2) FFF -
Beteiligungs
GmbH, (3) Dirk Walner and (4) the Company containing the terms and conditions on
which the
Acquisition will be made
Admission the admission of the Placing Shares issued pursuant to the Placing to trading on
AIM becoming
effective in accordance with the AIM Rules
Affiliates means in relation to a company, any holding company of that company or any
subsidiary of any
such holding company or any other body corporate that is owned or controlled by,
in control
of or under common control with, that company, together with the current and
former directors,
partners, officers (other than auditors), employees and agents of each of such
persons and
of that company;
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange governing
admission to
and trading on AIM, as may be amended from time to time
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the London Stock Exchange
setting out the
eligibility, on-going obligations and certain disciplinary matters in relation to
nominated
advisers, as may be amended from time to time
Announcement means this announcement (including the Appendices to this announcement)
Berenberg Joh. Berenberg, Gossler & Co. KG, London Branch
Company or Team17 Team17 Group PLC of 3 Red Hall Avenue, Paragon Business Park, Wakefield, England,
WF1 2UL
CREST the relevant systems for the paperless settlement of trades in securities and the
holding
of uncertificated securities operated by Euroclear in accordance with the CREST
Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i)
any enactment
or subordinate legislation which amends or supersedes those regulations and (ii)
any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
EU Prospectus Regulation Regulation (EU) 2017/1129 (together with any implementing measures in a relevant
EEA member
state);
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA the European Union (Withdrawal) Act 2018, as amended
Existing Ordinary Shares the 133,609,545 Ordinary Shares in issue as at the date of this Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from time to time
Group the Company, together with its subsidiaries and subsidiary undertakings
ISIN International Securities Identification Number
London Stock Exchange or LSE London Stock Exchange PLC
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Placing the conditional placing of the Placing Shares on the terms and subject to the
conditions of
the Placing Agreement and the terms and conditions contained in the Appendices to
this Announcement
Placing Agreement the Placing Agreement dated 13 January 2022 between (1) the Company and (2)
Berenberg relating
to the Placing
Placing Documents the Placing Agreement, the Presentation Materials, this Announcement and any
amendments and
supplements to any of the foregoing
Placing Price the price per Placing Share at which the Placing Shares are to be placed to be
agreed between
the Company and Berenberg at the close of the Bookbuilding Process
Placing Shares the Ordinary Shares which are proposed to be placed in accordance with the terms
of the Placing
following the completion of the bookbuild process being conducted by Berenberg in
respect
of the Placing
Presentation Materials the materials used in presentations in connection with the Placing
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Regulatory Information Service a primary information provider that has been approved by the FCA to disseminate
regulated
information
Securities Act the US Securities Act of 1933, as amended
UK MAR the UK version of the Market Abuse Regulation (EU NO. 596/2014) as it forms part
of UK law
by virtue of the EUWA
UK Prospectus Regulation the UK version of EU Prospectus Regulation, which forms part of the laws of
England and Wales
by virtue of the EUWA and certain other enacting measures
[1] EUR:GBP exchange rate of 1.20 as of 12 January 2022 (Bloomberg), figures are rounded
This information is provided by RNS, the news service of the
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END
IOEQXLFFLFLXBBX
(END) Dow Jones Newswires
January 13, 2022 11:36 ET (16:36 GMT)
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