TIDMESYS
RNS Number : 6734E
essensys PLC
08 July 2021
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, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ESSENSYS PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
ESSENSYS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) ("UK MAR").
8 July 2021
essensys plc
Proposed primary placing and open offer to raise approximately
up to GBP33.3 million
and
Proposed secondary placing of approximately up to GBP6.3
million
Introduction
essensys plc (AIM:ESYS) ("essensys", the "Company" or, together
with its subsidiary undertakings, the "Group"), the leading global
provider of mission critical software-as-a-service platforms and
on-demand cloud services to the flexible workspace industry, today
announces a proposed conditional placing of 10,984,552 new ordinary
shares of 0.25 pence each ("Ordinary Shares") in the capital of the
Company (the "Primary Placing Shares") at a price of 285 pence per
Placing Share (the "Offer Price") to raise gross proceeds of
approximately GBP31.3 million (GBP30 million net of expenses) for
the Company (the "Primary Placing") and a proposed conditional
placing of 2,219,563 existing Ordinary Shares (the "Secondary
Placing Shares", together with the Primary Placing Shares, the
"Placing Shares") by Mark Furness, Chief Executive Officer, (the
"Seller") at the Offer Price (the "Secondary Placing" and, together
with the Primary Placing, the "Placing"). Neither the Primary
Placing nor the Secondary Placing will become unconditional unless
both complete.
In addition to the Primary Placing, Qualifying Shareholders will
be offered the opportunity to subscribe for an aggregate of, up to,
701,755 new Ordinary Shares through an open offer at the Offer
Price (the "Open Offer Shares" and, together with the Primary
Placing Shares, the "New Ordinary Shares") to raise up to
approximately GBP2.0 million (before expenses) (the "Open Offer",
and together with the Primary Placing, the "Fundraising").
Capitalised terms used in this announcement (including the
appendix (the "Appendix" and together, this "Announcement")) have
the meanings given to them in the section headed "Definitions" at
the end of this Announcement, unless the context provides
otherwise.
Key Highlights
-- The Company intends to use the net proceeds of the
Fundraising to take advantage of the significant opportunities
presented by the growing flexible workspace industry by
accelerating its proven go-to-market strategy and product
development. The net proceeds will be used to:
-- target a significant land grab opportunity resulting from the
massive structural shift in commercial real estate, as landlords
respond to the increased demand for flexible real-estate solutions
from their customers;
-- increase market share in a growing market through its
go-to-market strategy, focusing on the key markets of North
America, the United Kingdom and Continental Europe and Asia
Pacific, with a long-term plan to increase market share by 10 per
cent. across these regions;
-- accelerate the Company's proven strategy by targeting the
expansion opportunity within the existing customer base and through
developing key, high value, strategic accounts to build a pipeline
which underpins significant future runway; and
-- accelerate the Group's product development programme to
strengthen its existing market position through reducing
time-to-market, time-to-differentiation and accelerating disruptive
innovation.
Placing Highlights
-- The Placing is to be conducted by way of an accelerated
bookbuild process (the "Bookbuilding Process") by Singer Capital
Markets Securities Limited ("Singer Capital Markets", the Company's
joint broker and joint bookrunner) and Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg", the Company's joint
broker and joint bookrunner and, together with Singer Capital
Markets, the "Joint Bookrunners") , which process will be launched,
immediately following the publication of this Announcement, in
accordance with the terms and conditions set out in set out in the
Appendix.
-- The Offer Price represents a discount of approximately 6.6
per cent. to the closing middle market price per Ordinary Share of
305 pence on 7 July 2021, being the last practicable trading day
prior to the release of this Announcement.
-- The New Ordinary Shares, assuming full take-up of the Open
Offer, will represent approximately 18.1 per cent. of the Company's
existing issued share capital (the "Existing Ordinary Shares").
-- The final number of Placing Shares to be placed will be
determined by the Joint Bookrunners, in consultation with the
Company, at the close of the Bookbuilding Process and the result
will be announced as soon as practicable thereafter. The timing for
the close of the Bookbuilding Process and the allocation of the
Placing Shares thereunder, will be determined by the Joint
Bookrunners in consultation with the Company.
-- In order to provide Shareholders who have not taken part in
the Primary Placing with an opportunity to participate in the
proposed issue of new Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 701,755 Open Offer Shares, to raise up to
approximately GBP2.0 million (before expenses), on the basis of 1
Open Offer Share for every 75.16 Existing Ordinary Shares held by
the Shareholder at the Record Date. Any Open Offer Shares not
subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility.
-- The Fundraising is conditional upon, among other things, the
resolutions (the "Resolutions") required to implement the
Fundraising being duly passed by Shareholders at the general
meeting proposed to be held at the offices of essensys, Aldgate
Tower, 7th Floor, 2 Leman Street, London E1 8FA at 9.30 a.m. on 26
July 2021 (the "General Meeting").
-- Neither the Fundraising nor the Secondary Placing is being underwritten.
Enquiries:
+44 (0)20 3102
essensys plc 5252
Mark Furness (Chief Executive Officer)
Alan Pepper (Chief Financial Officer)
Singer Capital Markets (formerly N+1 Singer)
(nominated adviser, joint broker and joint +44 (0)20 7496
bookrunner) 3000
Peter Steel / Harry Gooden / George Tzimas
+44 (0)20 3207
Berenberg (joint broker and joint bookrunner) 7800
Ben Wright / Mark Whitmore / Tejas Padalkar
+44 (0)20 3727
FTI Consulting (public relations adviser) 1000
Jamie Ricketts / Eve Kirmatzis / Talia Jessener
/ Victoria Caton
Details of the Fundraising
Singer Capital Markets Securities Limited is acting as joint
broker and joint bookrunner in connection with the Placing and
Singer Capital Markets Advisory LLP is acting as nominated adviser
to the Company in connection with the Fundraising and Admission.
Berenberg is acting as joint broker and joint bookrunner in
connection with the Placing. The Placing is subject to the terms
and conditions set out in the Appendix to this Announcement.
The Joint Bookrunners will today commence the Bookbuilding
Process in respect of the Placing. The final number of Placing
Shares to be placed at the Offer Price will be determined at the
close of the Bookbuilding Process.
The book will open with immediate effect following this
Announcement. The timing of the closing of the Bookbuilding Process
and allocations thereunder are at the absolute discretion of the
Joint Bookrunners, having consulted with the Company. Details of
the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuilding Process. The
Placing is not being underwritten.
In addition, in order to provide Shareholders who do not take
part in the Primary Placing with an opportunity to participate in
the proposed issue of new Ordinary Shares, the Company is providing
all Qualifying Shareholders with the opportunity to subscribe for
Open Offer Shares at the Offer Price. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess
Application Facility. The Open Offer is not being underwritten.
A circular, containing further details of the Fundraising and
convening the General Meeting in order to pass the Resolutions (the
"Circular"), is expected to be despatched to Shareholders on or
around 9 July 2021 and the Circular, once published, will be
available on the Company's website at
www.essensys.tech/investors.
The Fundraising and the issue of the New Ordinary Shares are
conditional upon, among other things, the Resolutions being duly
passed by Shareholders at the General Meeting. In response to the
coronavirus pandemic, the UK Government has introduced a number of
measures in England aimed at controlling the spread of the COVID-19
virus. The Board has been closely monitoring the ongoing COVID-19
situation and, on the basis of the UK Government's roadmap out of
lockdown, the General Meeting has been arranged on the assumption
that the General Meeting will be able to be held as an open,
physical meeting. If the position changes, the Company will
communicate any updates on its website at
www.essensys.tech/investors and, where appropriate, through a
regulatory announcement, before the General Meeting.
The New Ordinary 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. If
all of the New Ordinary Shares are placed or subscribed for (as
applicable), it would represent an increase of approximately 22.2
per cent. of the existing issued ordinary share capital of the
Company.
In connection with the Placing, the Company and the Seller has
each agreed with the Joint Bookrunners, inter alia, not to offer,
issue, sell or otherwise dispose of any Ordinary Shares for a
period of 90 days and 12 months, respectively, from Admission.
These selling restrictions are subject to certain customary
exceptions.
Admission, settlement and CREST
Application will be made for up to 11,686,307 New Ordinary
Shares (comprising 10,984,552 Primary Placing Shares and up to up
701,755 Open Offer Shares) to be admitted to trading on the AIM
market ("AIM") of London Stock Exchange plc (the "London Stock
Exchange") ("Admission").
Subject to the passing of the Resolutions, settlement for the
New Ordinary Shares and Admission are expected to take place at
8.00 a.m. on or around 27 July 2021 (or such later time and/or date
as the Joint Bookrunners may agree with the Company not being later
than 8.00 a.m. on 10 August 2021). In addition to the passing of
the Resolutions, the Fundraising is conditional upon, among other
things, Admission becoming effective and neither the placing
agreement entered into today between the Company and the Joint
Bookrunners (the "Placing Agreement") nor the sell-down agreement,
between the Joint Bookrunners and Mark Furness, in connection with
the Secondary Placing (the "Sell-down Agreement") being terminated
in accordance with their terms.
The Appendix 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 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.
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.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Alan Pepper, Chief
Financial Officer of the Company.
Expected Timetable for the Fundraising
2021
Record Date for entitlement under the Open 7 July
Offer
Announcement of the Fundraising 8 July
Publication and posting of the Circular, 9 July
form of proxy (the "Form of Proxy") and,
to Qualifying Non-Crest Shareholders, the
Open Offer application form (the "Application
Form")
Ex-Entitlement date of the Open Offer 9 July
Open Offer Entitlements and Excess Open Offer 12 July
Entitlements credited to stock accounts in
CREST of Qualifying CREST Shareholders
Latest recommended time and date for requested 4.30 p.m. on 19 July
withdrawal of Open Offer Entitlements from
CREST
Latest time and date for depositing Open 3.00 p.m. on 20 July
Offer Entitlements in CREST
Latest time and date for splitting of Application 3.00 p.m. on 21 July
Forms under the Open Offer
Latest time and date for receipt of Forms 9.30 a/p.m. on 22
of Proxy and CREST voting instructions July
Latest time and date for receipt of Application 11.00 a.m. on 23
Forms and payment July
in full under the Open Offer and settlement
of relevant CREST instructions (as appropriate)
General Meeting 9.30 a.m. on 26 July
Results of the General Meeting and the Open 26 July
Offer announced
Admission of the New Ordinary Shares to trading 8.00 a.m. on 27 July
on AIM and commencement of dealings
Where applicable, expected date for CREST 27 July
accounts to be credited in respect of New
Ordinary Shares in uncertificated form
Where applicable, expected date for despatch by 10 August
of definitive share certificates for New
Ordinary Shares in certificated form
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified to Shareholders
by an announcement through a Regulatory Information Service. All
events listed in the above timetable following the General Meeting
are conditional on the passing of the Resolutions at the General
Meeting.
FURTHER INFORMATION
Background to and reasons for the Fundraising
essensys is a leading global provider of mission-critical
software-as-a-service platforms and on-demand cloud services to the
flexible workspace segment of the commercial real estate industry.
essensys' software is specifically designed and developed to help
solve the complex operational challenges faced by landlords and
multi-site flexible workspace operators as they grow and scale
their operations.
The Group's technology allows operators to deliver a range of
differentiated, flexible and customer-specific services to a broad
base of tenants across multiple locations and helps operators to
manage the cost, operational and technological challenges they
typically encounter.
essensys' vision is to power the world's largest community of
tech driven flexible workspaces and the Directors believe there is
a significant opportunity to increase the Group's market share
ahead of the rapid expansion anticipated for the market.
Recent developments and industry trends
The flexible workspace market has undergone significant growth
in recent years. This trend has been strengthened by traditional
landlords and commercial real estate ("CRE") firms accelerating the
development of their own flexible workspace products and services
to meet the evolving needs of their tenants.
The Directors believe that these industry dynamics will
facilitate further growth and create future opportunities for the
flexible workspace market as landlords of traditional office spaces
are facing increased operating costs, increased vacancy rates and
reduced rents.
The Directors believe that these trends have been accelerated by
the COVID-19 pandemic as occupiers are increasingly drawn to the
benefits of agile workspace solutions. This is evidenced by a
recent CBRE survey which provides a further indication of the
growing appetite for flexible workspace, with 86 per cent. of
occupiers in September 2020 (compared to 73 per cent. in June 2020)
seeing flexible office space as a key component of their future
real estate strategies.
Market opportunity
By 2030, it is estimated that 30 per cent. of all office space
will be consumed flexibly (Source: JLL). Currently, property
technology investment is still an insignificant proportion of CRE
total expenditure and, as a result, the Directors believe that the
growth in flexible office space consumption over the next decade
will lead to a substantial structural change and digital
transformation of existing office solutions. Market studies show
that consumers of flexible space are prepared to pay a premium for
tech-driven services, with CRE firms increasingly seeking ways to
make the management of flexible space more efficient and improve
client experience.
The Directors therefore believe that the Group is well
positioned to capitalise on the anticipated demand for powerful
digital and in-building experiences, having developed the most
comprehensive, end-to-end software and technology solution for
flexible workspace providers available today.
Based on independent market studies, flexible office space
across North America, Continental Europe, Asia Pacific and the
United Kingdom, is expected to increase at a CAGR of 31 per cent.
between 2020 and 2030, accounting for approximately 2.6 billion
square feet by the end of this period (0.2 billion square feet in
2020). The Directors believe that this will in turn drive
significant growth in the value of the Company's total addressable
market within these regions, with the size of these markets by 2030
expected to be, in aggregate, approximately GBP3.4 billion, broken
down as follows:
-- North America GBP1.7 billion;
-- Europe GBP0.9 billion;
-- Asia Pacific GBP0.7 billion; and
-- United Kingdom GBP0.1 billion.
Expansion opportunity
Having regard to the above trends in the Company's markets,
there is a significant expansion opportunity within the Group's
existing portfolio of customers across landlords, flexible space
operators and other distribution channels such as property agents,
brokers and franchise operators. The Directors estimate that these
customers have the long-term potential to deliver over GBP1 billion
in annual recurring revenues ("ARR").
In particular, the Group's existing high value strategic
accounts can provide significant long-term expansion opportunities,
as the Group's growth is also driven by customers expanding their
own operations. One such customer represents real estate assets
comprising over 62 million square feet within the Group's
addressable markets alone. Assuming a penetration rate of 30 per
cent. (which the Directors believe is achievable), the future
expansion opportunity for essensys' Flex Services Platform could
equate to 18 million square feet of office space in this one
customer.
The Directors intend to capitalise on this opportunity by
increasing the penetration of the Group's products in each building
essensys serves. By increasing the adoption of the Flex Services
Platform within a building, the Group's services become embedded
and can generate significantly higher ARR and gross margins due to
its 'per square foot' pricing model.
In addition, essensys' current new customer pipeline includes
leading CRE landlords, asset managers and flexible workspace
operators, which provides a further substantial future high value
and longer-term ARR opportunity.
Product development
In order to maintain the competitive advantage of essensys'
products and services, the Group will be increasing its investment
in product and software development with a focus on introducing
technically and commercially disruptive innovation to create
seamless digital experiences and extend the reach of the Flex
Service Platform launched in March 2021.
The Company intends to accelerate its software development
roadmap and expects to deliver additional capabilities including
environmental and occupancy sensors as well as space visualisation
by the end of 2021.
Growth strategy and targets
The Directors believe that there is a compelling land grab
opportunity as there are either very few or no direct competitors
within the Group's existing and chosen target markets. It is
expected that the Group's initial moves to new territories will be
driven by existing customer demand as they seek to realise their
own growth plans. The Company will look to exploit the benefits of
early mover advantage and expects to convert this significant
opportunity by accelerating its proven Land, Expand and Grow
strategy with a focus on enterprise multi-site operators and the
leading CRE players.
It is estimated that by 2025 the Group's target addressable
markets will have grown to GBP375 million in North America, GBP225
million in Asia Pacific and GBP250 million across the United
Kingdom and Continental Europe.
Having assessed the potential prospects, the Directors have set
an internal target for 2025 of ARR of GBP68 million, equalling
approximately 8 per cent. market share and representing an increase
of GBP22 million against existing targets, growing to GBP100
million ARR in 2026.
essensys' longer-term plan is to increase its market share by 10
per cent. from current levels which, if achieved, would result in a
market share across North America, Asia Pacific and the United
Kingdom and Europe of 18 per cent., 10 per cent. and 22 per cent.
respectively, and an overall market share of 17 per cent. by
2030.
Use of proceeds
The net proceeds from the Fundraising, together with the Group's
existing cash balances (which were GBP5.9 million as at 31 January
2021) will finance the strategic development plan over the next
three years. This will primarily involve building on the progress
made in and expanding the scale of the Group's existing operations
in North America, the UK and mainland Europe and establishing
operations within new territories, namely Asia Pacific and broader
European expansion, as well as significantly expanding the Group's
sales, marketing and product & development headcount. The
Directors anticipate that the sales and marketing headcount will
increase by 247 per cent. during 2022 and the product and
development headcount will increase by 122 per cent. during
2022.
It is anticipated that, in the short-term, executing this
accelerated growth strategy will result in significant cash
outflows and the Group is likely to generate losses. The increase
in scale of the Group's operations is expected, in the medium-term,
to deliver operational efficiencies and strengthen the Group's
competitive position, in turn helping to increase essensys' share
of these growth markets.
The Directors anticipate aligning investment of the net proceeds
of the Fundraising together with existing cash balances with the
perceived market opportunities as follows:
GBP'm
Asia Pacific expansion 12.9
North American expansion 8.1
UK and mainland Europe expansion 5.8
Increase in product and development footprint 8.0
Total 34.8
======
Current trading and prospects
Since the publication of its results for the half year ended 31
January 2021, the Group has continued to trade in line with the
Board's expectations. Contracts continue to be signed with new
customers, both in the UK and in the US and a number of those sites
have gone live. A number of existing customers have also expanded
their business with the Group in the second half of the current
financial year. Recent sales performance has been slightly ahead of
the Board's expectations although, given lead times for site
delivery, this will result in revenue in the early part of the year
ending 31 July 2022.
The Company continues to expect its financial results for the
current year to be in line with consensus market expectations.
Directors' intentions
Certain Directors of the Company (the "Participating Directors")
and a substantial shareholder (as defined in the AIM Rules) have
each indicated their intention to participate in the Placing. Their
proposed respective participations would constitute related
transactions under Rule 13 of the AIM Rules for Companies. Further
details of any participation by the Participating Directors and by
any substantial shareholder in the Company will be set out in the
announcement to be made summarising the results of the Bookbuilding
Process.
Those Directors that hold Existing Ordinary Shares do not intend
to participate in the Open Offer.
Voting intentions
Those Directors that hold Existing Ordinary Shares intend to
vote in favour of the Resolutions in respect of their respective
entire holdings of Existing Ordinary Shares representing, in
aggregate, approximately 41.9 per cent. of the Existing Ordinary
Shares.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT 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 A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK
PROSPECTUS REGULATION"); 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; AND (3) OTHERWISE,
PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (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 ESSENSYS PLC.
THE NEW ORDINARY SHARES AND THE SECONDARY 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 (AS DEFINED BELOW)
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 NEW ORDINARY 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 NEW
ORDINARY SHARES OR THE SECONDARY PLACING SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
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, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
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
SECURITIES ACT 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
the Open Offer and/or issue of, or subscription for, the New
Ordinary Shares, or the acquisition of the Secondary Placing
Shares, in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Joint Bookrunners or any
of their respective affiliates, agents, directors, partners
(persönlich haftende Gesellschafter), officers or employees
(together "Representatives") that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such New
Ordinary 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 Joint Bookrunners 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, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of New Ordinary Shares is being made in any such
jurisdiction.
All offers of the New Ordinary 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) (the "FSMA") does not require the
approval of the relevant communication by an authorised person.
The New Ordinary Shares and the Secondary 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 New Ordinary Shares or the Secondary Placing Shares and such
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 the United States, Australia, New Zealand, Canada, the
Republic of South Africa or Japan. Accordingly, the New Ordinary
Shares and the Secondary 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, New Zealand, Canada, the
Republic of South Africa or Japan 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 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. 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.
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.
Singer Capital Markets Securities Limited is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom and is acting as joint broker and joint bookrunner
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Bookbuilding Process or the Placing or any other
matters referred to in this Announcement.
Singer Capital Markets Advisory LLP is authorised and regulated
by the FCA in the United Kingdom and is acting as nominated adviser
to the Company in connection with the Fundraising and Admission and
to no-one else and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in relation to the Fundraising or Admission or
any other matter referred to in this Announcement. Singer Capital
Markets Advisory LLP's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director of the Company or to any other person.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and is deemed authorised
under the Temporary Permissions Regime and subject to limited
regulation by the FCA, is acting as joint bookrunner and joint
broker exclusively to the Company and no one else in connection
with the Bookbuilding Process and the Placing. Berenberg will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Bookbuilding Process or the
Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective Representatives or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
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 New Ordinary Shares to be issued pursuant to the Fundraising
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.
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 New
Ordinary Shares and the Secondary 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 "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (for the
purposes of UK Product Governance Requirements) should note that:
(a) the price of the New Ordinary Shares and the Secondary Placing
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares and the Secondary Placing
Shares offer no guaranteed income and no capital protection; and
(c) an investment in the New Ordinary Shares and the Secondary
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, the Joint Bookrunners 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 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 New Ordinary
Shares or the Secondary Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and the
Secondary 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 European
Economic Area (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 New Ordinary Shares
and the Secondary Placing Shares have been subject to a product
approval process, which has determined that the New Ordinary Shares
and the Secondary 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 New
Ordinary Shares and the Secondary Placing Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares and the Secondary Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the New Ordinary Shares and the Secondary 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, the Joint
Bookrunners 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 New Ordinary Shares
or the Secondary Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and the
Secondary Placing Shares and determining appropriate distribution
channels.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
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 A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "EUWA") (THE "UK PROSPECTUS REGULATION"); 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;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (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 ESSENSYS 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 (AS DEFINED BELOW) 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.
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, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
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
SECURITIES ACT 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, the Placing and/or issue
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, partners (persönlich haftende Gesellschafter), officers
or employees (together "Representatives", as further referred to
below) 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 Joint Bookrunners 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), Australia, New Zealand, Canada, the Republic
of South Africa or Japan or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
All offers of the Placing Shares 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) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
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 the United States, Australia, New Zealand, Canada, the
Republic of South Africa or Japan. 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, New Zealand,
Canada, the Republic of South Africa or Japan 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.
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 Bookbuilding Process and the Placing,
each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Joint Bookrunners and the Company 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 the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK 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
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 other
than Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners 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 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;
3. 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:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU 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
EU 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 the Joint Bookrunners have 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 EU
Prospectus Regulation as having been made to such persons;
4. 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;
5. 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;
6. 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 5 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; and
7. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
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. 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, the announcement of the pricing of the Placing (the
"Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules) by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the trade
confirmation, contract note or other (oral or written) confirmation
to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information, representation, warranty or statement made by or
on behalf of the Company (other than the Publicly Available
Information) or by the Joint Bookrunners or any other person and
none of the Joint Bookrunners, the Company nor any other person
acting on such person's behalf nor any of their respective
Representatives 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 Sell-down Agreement
The Joint Bookrunners have 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, the Joint Bookrunners, as agents for and on behalf of
the Company, have agreed to use their respective reasonable
endeavours to procure Placees for the Primary Placing Shares.
The Primary Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company be credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of 0.25 pence each ("Ordinary
Shares") in the capital of the Company (including with all other
new Ordinary Shares issued in connection with the Fundraising),
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 Primary Placing Shares.
In connection with the Primary Placing, the Company has agreed
with the Joint Bookrunners that it will not for a period of 90 days
after Admission, directly or indirectly, offer, issue, allot, lend,
sell, or issue options in respect of, any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the
Company exchangeable for, convertible into the same. This agreement
is subject to certain customary exceptions and does not prevent the
grant or exercise of options under any of the Company's existing
share incentives and share option schemes, as previously publicly
announced by the Company or as otherwise agreed by the Company with
the Joint Bookrunners.
The Joint Bookrunners have also today entered into a sell-down
agreement (the "Sell-down Agreement") with Mark Furness, the
Company's Chief Executive Officer (the "Seller"), under which, on
the terms and subject to the conditions set out in the Sell-down
Agreement, the Joint Bookrunners, as agents for and on behalf of
the Seller, have agreed to use their respective reasonable
endeavours to procure Placees for the Secondary Placing Shares.
In connection with the Secondary Placing, the Seller has agreed
with the Joint Bookrunners that he will not, for a period of 12
months after Admission, directly or indirectly, offer, sell,
contract to sell, pledge, grant any option over or otherwise
dispose any Ordinary Shares or other equity securities of the
Company or any securities convertible into, or exercisable, or
exchangeable for, such securities. This agreement is subject to
certain customary exceptions.
The Placing Agreement and Sell-down Agreement each contains
certain customary warranties given by the Company and the Seller
respectively in favour of the Joint Bookrunners. The Placing
Agreement will not become unconditional unless the Sell-down
Agreement becomes unconditional, and vice-versa. Neither the
Placing nor the Open Offer is being underwritten.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Primary Placing Shares to trading on AIM.
Subject to, amongst other things, the Resolutions being passed
by the requisite majorities at the General Meeting, it is expected
that Admission will take place at 8.00 a.m. on or around 27 July
2021 (or such later time and/or date as the Joint Bookrunners may
agree with the Company not being later than 8.00 a.m. on 10 August
2021) and that dealings in the Primary Placing Shares on AIM will
commence at the same time.
The Bookbuilding Process
The Joint Bookrunners will today commence the Bookbuilding
Process to determine demand for participation in the Placing by
Placees. 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.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. The Joint Bookrunners are acting as joint bookrunners and
joint brokers to: (a) the Primary Placing, as agents for and on
behalf of the Company, on the terms and subject to the conditions
of the Placing Agreement; and (b) to the Secondary Placing, as
agents for and on behalf of the Seller, on the terms and subject to
the conditions of the Sell-down Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by either Joint
Bookrunner. The Joint Bookrunners and any of their respective
Representatives (as defined below) are entitled to enter bids in
the Bookbuilding Process.
3. The price per Placing Share (the "Offer Price") is fixed at
285 pence and is payable to the Joint Bookrunners (as agents for
the Company and/ or the Seller, as applicable) by all Placees.
4. Each Placee's allocation will be determined by the Joint
Bookrunners and the Company in their absolute discretion and will
be confirmed orally or in writing by a Joint Bookrunner to such
Placees. The Joint Bookrunners may, in agreement with the Company,
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their absolute discretion, and may scale
down any bids for this purpose on such basis as they may
determine.
5. Each Placee's allocation and commitment will be evidenced by
a trade confirmation, contract note or other (oral or written)
confirmation issued to such Placee by a Joint Bookrunner. The terms
of this Appendix will be deemed incorporated in that trade
confirmation, contract note or other confirmation.
6. 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 will be legally binding on the Placee on behalf
of which it is made and except with a Joint Bookrunner'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 the relevant
Joint Bookrunner (as agent for the Company and/ or the Seller, as
applicable)), to pay to it (or as it may direct) in cleared funds
an amount equal to the product of the Offer Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue issue and/ or the Seller has agreed
to sell to that Placee.
7. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners 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(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".
9. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the
Placing".
10. By participating in the Bookbuilding Process, 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.
11. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) the Joint Bookrunners;
(b) any of the Joint Bookrunners' respective affiliates, agents,
directors, partners (persönlich haftende Gesellschafter), officers,
consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with a Joint Bookrunner as defined in the FSMA ((b) and
(c) being together "Representatives" and individually a
"Representative" of such Joint Bookrunner),
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 the Joint Bookrunners nor any of their respective
Representatives shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Placing or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a trade confirmation email which will confirm the
number of Placing Shares allocated to them, the Offer Price and the
aggregate amount owed by them to the relevant Joint Bookrunner.
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 the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with such Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BJL1ZF49) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by the Joint
Bookrunners and is expected to occur on 27 July 2021 (the
"Settlement Date") in accordance with the trade confirmation,
contract note or other (oral or written) confirmation. 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 the Joint Bookrunners may agree that the Placing Shares
should be issued in certificated form. The Joint Bookrunners
reserve 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.
Subject to the conditions set out above, payment in respect of
the Placees' allocation is due as set out below. Each Placee should
provide its settlement details in order to enable instructions to
be successfully matched in CREST. The relevant settlement details
for the Placing Shares are as follows:
CREST Participant ID of Singer Capital Markets: ATMAY
CREST Participant ID of Berenberg: 5KQAQ
Expected Trade Time & Date: 08.00 a.m. on 23 July 2021
Settlement & Admission Date: 27 July 2021
ISIN code for the Placing Shares: GB00BJL1ZF49
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 3 percentage points above the prevailing base rate of
Barclays Bank plc as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations, either Joint Bookrunner may sell any or all of
the Placing Shares allocated to that Placee on their behalf and
retain from the proceeds, for the relevant Joint Bookrunner's own
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Offer Price.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Primary Placing
Shares to such Placee or at its direction which are then unissued
(and, similarly, the Seller will be released, at his absolute
discretion, from all obligations to sell any Secondary Placing
Shares to such Placee); (ii) the Company may exercise all rights of
lien, forfeiture and set-off over and in respect of any Primary
Placing Shares to the fullest extent permitted under its articles
of association or otherwise by law and to the extent that such
Placee then has any interest in or rights in respect of any Placing
Shares; (iii) the Company or the Joint Bookrunners may sell (and
all of them are irrevocably authorised by such Placee to do so) all
or any Placing Shares on such Placee's behalf and then retain from
the proceeds, for the account and benefit of the Company, the
Seller or the Joint Bookrunners as applicable (a) any amount up to
the total amount due to it as, or in respect of, subscription or
acquisition monies, or as interest on such monies, for any Placing
Shares, (b) any amount required to cover any stamp duty or stamp
duty reserve tax (together with any interest or penalties) arising
on the sale of such Placing Shares on such Placee's behalf, and (c)
any amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of such sale;
and (iv) such Placee shall remain liable to the Company (and/or to
the Seller and/or to the Joint Bookrunners, as applicable, for the
full amount of any losses or shortfall and of any costs which it or
he may suffer or incur as a result of it or he (a) not receiving
payment in full for such Placing Shares by the required time,
and/or (b) the sale of any such Placing Shares to any other person
at whatever price and on whatever terms actually obtained for such
sale by or for them. By communicating a bid for Placing Shares,
each Placee confers on the Joint Bookrunners all such authorities
and powers necessary to carry out any such sale under this
paragraph and agrees to ratify and confirm all actions which the
Joint Bookrunners lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional trade confirmation, contract note or other (oral or
written) confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
(a) none of the warranties on the part of the Company contained
in the Placing Agreement being untrue, incorrect or misleading at
the applicable time given, by reference to the facts and
circumstances then subsisting;
(b) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
(c) the delivery by the Company to the Joint Bookrunners of certain customary documentation;
(d) the term sheet, recording the details of the Placing
(including, inter alia, the number of Placing Shares to be placed),
having been executed by the Company and the Joint Bookrunners, and
the results of the Placing having been published via a regulation
information service, in each case by no later 7.00 a.m. on 9 July
2021 (or such later time and/or date as the Company and the Joint
Bookrunners may agree);
(e) the Resolutions having been duly passed at the General Meeting;
(f) the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(g) the Sell-down Agreement also becoming unconditional in accordance with its terms; and
(h) Admission having become effective at or before 8.00 a.m. on
27 July 2021 (or such later time and/or date as the Joint
Bookrunners may agree with the Company not being later than 8.00
a.m. on 10 August 2021),
(all conditions to the obligations of the Joint Bookrunners
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 the
Joint Bookrunners 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.
The Placing Agreement will not become unconditional unless the
Sell-down Agreement becomes unconditional, and vice-versa. If
either agreement does not become unconditional, therefore, the
Placing will not proceed.
By participating in the Bookbuilding Process, 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.
The Joint Bookrunners may, in their absolute discretion and upon
such terms as they think fit, waive fulfilment of all or any of the
conditions in the Placing Agreement and/or in the Sell-down
Agreement in whole or in part, or extend the time provided for
fulfilment of one or more conditions, save that certain conditions
including the condition in the Placing Agreement relating to
Admission referred to in paragraph (h) above may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Appendix.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither the Joint Bookrunners nor any of their respective
Representatives nor the Company nor the Seller, as applicable 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 the
Joint Bookrunners.
Termination of the Placing
The Joint Bookrunners may, in their absolute discretion, by
notice to the Company, terminate the Placing Agreement at any time
up to Admission if, inter alia:
(a) any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Fundraising has been discovered to
be untrue or incorrect in any material respect or misleading;
or
(b) there has, in the opinion of either Joint Bookrunner, been a
breach of the warranties given to them in the Placing Agreement or
such warranties have become untrue, incorrect or misleading at the
applicable time given; or
(c) there exists, in the opinion of either Joint Bookrunner, a
right to claim under the indemnification provisions in the Placing
Agreement; or
(d) any of the conditions in the Placing Agreement have become
incapable of fulfilment before the latest time provided for their
fulfilment and have not (where permitted) been waived by the Joint
Bookrunners; or
(e) there has, in the good faith opinion of either Joint
Bookrunner, been a material adverse change in respect of the
Company and its group; or
(f) there has in the opinion of either Joint Bookrunner, there
has been a force majeure event which is likely materially and
adversely to affect the financial or trading position or prospects
of the Company and its group or to have a materially prejudicial
effect on the Placing or Admission or makes it impracticable or
inadvisable to proceed with the Placing or Admission; or
(g) the Sell-down Agreement has terminated in accordance with its terms.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Bookbuilding Process, each Placee agrees
with the Company and the Joint Bookrunners that the exercise by the
Company or the Joint Bookrunners (or either of them) 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 the Joint Bookrunners or for agreement between the
Company and the Joint Bookrunners (as the case may be) and that
neither the Company nor the Joint Bookrunners need make any
reference to such Placee and that none of the Company, the Joint
Bookrunners nor any of their respective Representatives 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.
The Placing Agreement will not become unconditional unless the
Sell-down Agreement becomes unconditional, and vice-versa. If
either agreement does not become unconditional or terminates in
advance of Admission, therefore, the Placing will not proceed.
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 the relevant Joint Bookrunner of a trade
confirmation, contract note or other (oral or written) confirmation
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee
(and any person acting on such Placee's behalf) represents,
warrants, acknowledges, agrees and undertakes (for itself and for
any such prospective Placee) that (save where the Joint Bookrunners
expressly agree 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 and the Publicly Available Information;
2. it has not received (and will not receive) 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 UK 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 for
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014) (as it forms part of United Kingdom
domestic law by virtue of the EUWA (the "UK 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 the Joint Bookrunners nor the Company nor any of their
respective Representatives 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 the Publicly
Available Information; nor has it requested the Joint Bookrunners,
the Company, any of their respective Representatives or any person
acting on behalf of any of them to provide it with any such
information;
5. neither Joint Bookrunner nor any person acting on behalf of
it nor any of their respective Representatives 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 the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
(b) neither the Joint Bookrunners, nor the Company (nor any of
their respective Representatives) 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 the Joint
Bookrunners 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 and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Joint
Bookrunners nor any persons acting on their behalf nor any of their
respective Representatives is responsible for or has or shall have
any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, 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, the Republic of South Africa or Japan or in any
country or jurisdiction where any such action for that purpose is
required;
9. 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, the
United States, Australia, New Zealand, Canada, the Republic of
South Africa or Japan, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, New Zealand, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
10. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
11. 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;
12. 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;
13. 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);
14. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in, into
or from the United States, Australia, New Zealand, Canada, the
Republic of South Africa or Japan (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
15. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners 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;
16. 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 the Joint Bookrunners
determine;
17. 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;
18. none of the Joint Bookrunners, the Company nor any of their
respective Representatives nor 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 either
of the Joint Bookrunners and that the Joint Bookrunners have no
duties or responsibilities to it for providing the protections
afforded to their respective 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;
19. it will make payment to the relevant Joint Bookrunner 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, inter alia, the relevant
Placing Shares may be placed with others on such terms as the
relevant Joint Bookrunner 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;
20. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to purchase and/or subscribe for, and that the Company
may call upon it to purchase and/or subscribe for a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
21. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that neither the Joint Bookrunners nor the Company nor the
Seller will 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, the Seller and the Joint
Bookrunners in respect of the same on the basis that the Placing
Shares will be allotted or transferred (as applicable) to a CREST
stock account of the relevant Joint Bookrunner who will hold them
as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
22. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
23. 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 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;
24. 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;
25. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, 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 the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of the Joint Bookrunners
has been given to each proposed offer or resale;
26. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook (" COBS ") and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribu ti on;
27. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or 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 within the meaning of the UK
Prospectus Regulation an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
28. 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
relevant communication by an authorised person and it acknowledges
and agrees that this Announcement has not been approved by either
Joint Bookrunner 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;
29. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
30. if it has received any inside information (for the purposes
of the UK MAR and/or 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 or cancelled or amended a dealing in the securities of the
Company;
(b) encouraged, 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
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
31. 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,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and all related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA (together,
the "Money Laundering 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,
(together with the Money Laundering Regulations, 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 the
Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which they 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 Joint Bookrunners 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 the
Joint Bookrunners may decide at their sole discretion;
32. in order to ensure compliance with the Regulations, each
Joint Bookrunner (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 the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner'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 the relevant Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, the relevant Joint Bookrunner 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;
33. each Bookrunner and its Representatives, 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, the Joint Bookrunners
and/or any of their respective Representatives acting as an
investor for its or their own account(s). Neither the Joint
Bookrunners 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;
34. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it
is acting in concert, pursuant to Rule 9 of the City Code on
Takeovers and Mergers;
35. any money held in an account with either Joint Bookrunner on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under FSMA. The
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 the Joint Bookrunner's money
in accordance with the client money rules and will be used by the
Joint Bookrunners in the course of its business; and the Placee
will rank only as a general creditor of the Joint Bookrunner;
36. each Joint Bookrunner may choose to invoke the CASS Delivery
Versus Payment exemption (under CASS 7.11.14R within the FCA
Handbook Client Assets Sourcebook) with regard to settlement of
funds, in connection with the Placing, should it see fit;
37. neither it nor, as the case may be, its clients expect the
Joint Bookrunners to have any du ti es or responsibili ti es to
such persons similar or comparable to the du ti es of "best execu
ti on" and "suitability" imposed by the COBS, and that the Joint
Bookrunners are not ac ti ng for it or its clients, and that the
Joint Bookrunners will not be responsible for providing the protec
ti ons afforded to customers of the Joint Bookrunners or for
providing advice in respect of the transac ti ons described in this
Announcement;
38. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the trade
confirmation, contract note or other (oral or written) confirmation
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing;
39. 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;
40. it irrevocably appoints any duly authorised officer of each
Joint Bookrunner 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;
41. 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;
42. time is of the essence as regards its obligations under this Appendix;
43. 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 a Joint Bookrunner;
44. the Placing Shares will be purchased and/or issued and
subscribed for subject to the terms and conditions of this
Appendix;
45. 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 Bookbuilding Process and/or
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
the Joint Bookrunners 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; and
46. the Company, the Seller, the Joint Bookrunners and others
(including each of their respective Representatives) will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements, agreements and undertakings, which
are given to the Joint Bookrunners on their own behalf and on
behalf of the Company and are irrevocable.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Seller, the Joint Bookrunners and each of their
respective Representatives 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 the Joint
Bookrunners, the Company or each of their respective
Representatives or the Seller 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 rights and remedies of the Joint Bookrunners, the Seller and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise or partial exercise of
one will not prevent the exercise of others.
The agreement to allot and issue Primary 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.
Similarly, the agreement to transfer the Secondary 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 the immediate sale to, and purchase by,
such Placees, or such persons as they nominate as their agents.
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 the Seller nor the
Joint Bookrunners 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 the Joint Bookrunners
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 the Joint Bookrunners in the event
that the Company, the Seller and the Joint Bookrunners in the event
that the Company, the Seller and/or the Joint Bookrunners have
incurred any such liability to such taxes or duties.
Singer Capital Markets Securities Limited is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom and is acting as joint broker and joint bookrunner
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Bookbuilding Process or the Placing or any other
matters referred to in this Announcement.
Singer Capital Markets Advisory LLP is authorised and regulated
by the FCA in the United Kingdom and is acting as nominated adviser
to the Company in connection with the Placing and Admission and to
no-one else and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in relation to the Placing or Admission or any
other matter referred to in this Announcement. Singer Capital
Markets Advisory LLP's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director of the Company or to any other person.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and is deemed authorised
under the Temporary Permissions Regime and subject to limited
regulation by the FCA, is acting as joint bookrunner and joint
broker exclusively to the Company and no one else in connection
with the Bookbuilding Process and the Placing. Berenberg will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Bookbuilding Process or the
Placing or any other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do 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 the Joint Bookrunners may (at their
absolute discretion) satisfy their obligations to procure Placees
by themselves (or either Joint Bookrunner) 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 a Joint Bookrunner, any money held in an account with
such Joint Bookrunner 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
such Joint Bookrunner's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
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 Primary 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.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the New Ordinary Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules
"AIM" the AIM Market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London Branch,
the Company's joint broker and joint bookrunner
"certificated form" an Ordinary Share recorded on a company's share
or "in certificated register as being held in certificated form
form" (namely, not in CREST)
"Company" or "essensys essensys plc, a company incorporated and registered
" in England and Wales under the Act with registered
number 11780413
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(S.I. 2001 No. 3755)
"Directors" or "Board" the directors of the Company or any duly authorised
committee thereof
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional Open
Offer Shares in excess of their Open Offer
Entitlement in accordance with the terms and
conditions of the Open Offer
"Excess CREST Open in respect of each Qualifying CREST Shareholder,
Offer Entitlements" an entitlement equal to 10 times their balance
of Existing Ordinary Shares held at the Record
Time has been credited (in addition to their
Open Offer Entitlement) to apply for Open Offer
Shares pursuant to the Excess Application Facility,
which is conditional on them taking up their
Open Offer Entitlement in full and which may
be subject to scaling back in accordance with
the provisions of the Circular
"Excess Open Offer an entitlement for each Qualifying Shareholder
Entitlements" to apply to subscribe for Open Offer Shares
in addition to his Open Offer Entitlement pursuant
to the Excess Application Facility which is
conditional on him taking up his Open Offer
Entitlement in full and which may be subject
to scaling back in accordance with the provisions
of the Circular
"Excess Shares" Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application facility
"Ex-Entitlement the date on which the Existing Ordinary Shares
Date" are marked "ex" for entitlement under the Open
Offer, being 7 July 2021
"Existing Ordinary the 52,743,329 Ordinary Shares in issue as
Shares" at the date of this Announcement
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection with
the General Meeting which will accompany the
Circular
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"Fundraising" together, the Primary Placing and the Open
Offer
"General Meeting" the general meeting of the Company to be held
at the offices of the Company at Aldgate Tower,
7th Floor, 2 Leman Street, London E1 8FA at
9.30 a.m. on 26 July 2021 (or any adjournment
thereof), notice of which will be set out in
the Circular
"Group" the Company, its subsidiaries and its subsidiary
undertakings
"Joint Bookrunners" together, Singer and Berenberg
"London Stock Exchange" London Stock Exchange plc
"Money Laundering The Money Laundering, Terrorist Financing and
Regulations" Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended)
"New Ordinary Shares" together, the Primary Placing Shares and the
Open Offer Shares
"Nominated Adviser" Singer Capital Markets Advisory LLP (together
with its affiliates), the Company's nominated
adviser
"Notice of General the notice convening the General Meeting which
Meeting" will be set out in the Circular
"Offer Price" 285 pence per Ordinary Share
"Open Offer" the conditional invitation by the Company to
Qualifying Shareholders to apply to subscribe
for the Open Offer Shares at the Offer Price
on the terms and subject to the conditions
to be set out in the Circular and, in the case
of Qualifying Non-CREST Shareholders, in the
Application Form
"Open Offer Entitlement" the individual entitlements of Qualifying Shareholders
to subscribe for Open Offer Shares allocated
to Qualifying Shareholders pursuant to the
Open Offer
"Open Offer Shares" the up to 701,755 new Ordinary Shares to be
issued by the Company pursuant to the Open
Offer
"Ordinary Shares" ordinary shares of 0.25 pence each in the capital
of the Company
"Overseas Shareholders" Shareholders with a registered address outside
the United Kingdom
"Placing" together, the Primary Placing and the Secondary
Placing
"Placing Agreement" the conditional agreement dated 8 July 2021
and made between the Joint Bookrunners and
the Company in relation to the Fundraising
"Placing Shares" together, the Primary Placing Shares and the
Secondary Placing Shares
"Primary Placing" the conditional placing of the Primary Placing
Shares by the Joint Bookrunners, as agents
on behalf of the Company, pursuant to the Placing
Agreement
"Primary Placing the up to 10,984,552 new Ordinary Shares to
Shares" be issued pursuant to the Primary Placing
"Qualifying CREST Qualifying Shareholders holding Existing Ordinary
Shareholders" Shares in uncertificated form
"Qualifying Non-CREST Qualifying Shareholders holding Existing Ordinary
Shareholders" Shares in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the
register of members of the Company at the Record
Date but excluding any Overseas Shareholder
who has a registered address in any Restricted
Jurisdiction
"Record Date" 7 July 2021
"Registrars" or Equiniti Limited
"Receiving Agent"
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of regulatory announcements and
included within the list maintained on the
FCA's website
"Resolutions" the resolutions set out in the Notice of General
Meeting
"Restricted Jurisdiction" the United States, Canada, Australia, the Republic
of South Africa, New Zealand, Japan or any
other jurisdiction where to do so would constitute
a breach of local securities laws or regulations
"Secondary Placing" the conditional placing of the Secondary Placing
Shares by the Joint Bookrunners, as agents
on behalf of the Seller, pursuant to the Sell-down
Agreement
"Secondary Placing the 2,219,563 existing Ordinary Shares to be
Shares" sold pursuant to the Secondary Placing
"Sell-down Agreement" the conditional agreement dated 8 July 2021
and made between the Joint Bookrunners and
the Seller in relation to the Secondary Placing
"Seller" Mark Furness
"Shareholders" holders of Ordinary Shares from time to time
"Singer" Singer Capital Markets Securities Limited,
the Company's joint broker and joint bookrunner
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"US" or "United the United States of America, each State thereof,
States" its territories and possessions (including
the District of Columbia) and all other areas
subject to its jurisdiction
"uncertificated" an Ordinary Share recorded on a company's share
or "in uncertificated register as being held in uncertificated form
form" in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of CREST
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END
IOEDKFBBPBKDQOK
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July 08, 2021 11:35 ET (15:35 GMT)
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