TIDMPRES
RNS Number : 3719G
Pressure Technologies PLC
15 November 2022
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, 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 PRESSURE
TECHNOLOGIES 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 PRESSURE TECHNOLOGIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 AS IT FORMS
PART OF THE DOMESTIC LAW OF ENGLAND AND WALES ("UK MAR") BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN
OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
Pressure Technologies plc
("Pressure Technologies" or the "Company")
PROPOSED PLACING AND RETAIL OFFER TO RAISE UP TO GBP2.5
MILLION
BOARD CHANGE
Pressure Technologies plc, (AIM: PRES), the specialist
engineering group, is pleased to announce a proposed placing, via
an accelerated bookbuild, of New Ordinary Shares of 5 pence each in
the capital of the Company.
The Placing will be conducted at a price of 30 pence per share
in order to raise up to GBP2.0 million (before expenses). The
Placing will comprise up to 6,666,666 new Ordinary Shares,
representing approximately 21.46 per cent of the existing issued
share capital of the Company.
In addition to the Placing, there will be an offer made by the
Company of new Ordinary Shares on the Peel Hunt Retail Capital
Markets REX portal at the Issue Price to raise up to GBP0.5 million
(before expenses) to provide existing retail shareholders in the
United Kingdom with an opportunity to participate in the Company's
fundraising plans. A separate announcement will be made shortly
regarding the Retail Offer and its terms. For the avoidance of
doubt, the Retail Offer is not part of the Placing .
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.
Singer Capital Markets is acting as nominated adviser,
bookrunner and broker to the Company in relation to the
Fundraising. Peel Hunt LLP is acting as Pressure Technologies'
co-ordinator in relation to the Retail Offer.
Singer Capital Markets will commence a bookbuilding process in
respect of the Placing immediately following the publication of
this Announcement.
Highlights
-- Proposed Placing and Retail Offer to issue up to 8,333,332
new Ordinary Shares at the Issue Price, raising up to GBP2.5
million (before expenses).
-- The net proceeds of the Placing and Retail Offer will be used:
o Provide working capital headroom to support material purchases
and other supplier payments for existing defence, offshore and
hydrogen contracts, which are expected to be delivered in 2023;
o Provide a bridge to profitable, cash-generative trading and
the commencement of major defence contracts in FY23; and
o Strengthen the Group's balance sheet
-- The Placing will be conducted by way of an accelerated
bookbuild process by Singer Capital Markets.
-- The Placing is subject to the terms and conditions set out in the Appendix
-- Certain of the directors of the Company have indicated their
intention to subscribe for, in aggregate, GBP60,000 in the
Placing
-- The Placing and Retail Offer are conditional upon the
approval by the Company's shareholders of the Resolutions at the
general meeting of the Company's shareholders to be held at 11:00
a.m. on 2 December 2022 at the offices of Singer Capital Markets, 1
Bartholomew Lane, London EC2N 2AX.
-- The Issue Price of 30p represents a discount of approximately
6.25 per cent. to the closing middle market price of 32 pence per
Ordinary Share on 14 November 2022, being the latest practicable
date prior to the publication of this Announcement.
Board Change
The Board today announces that James Locking intends to step
down from his role as Chief Financial Officer (CFO). James will
remain on the Board until 3 February 2023 and will support the
Group in ensuring the completion of ongoing projects, including the
FY22 Audit, and a smooth transition.
The Board would like to thank James for his contribution and
service to the business over the past four years and wishes him
every success for the future.
A recruitment process for James' replacement has commenced.
For further information, please contact:
Pressure Technologies plc Tel: 0330 015 0710
Chris Walters, Chief Executive PressureTechnologies@houston.co.uk
James Locking, Chief Financial
Officer
Singer Capital Markets (Nomad Tel: 0207 496 3000
and Broker)
Mark Taylor / Asha Chotai
Houston (Financial PR and Investor Tel: 0204 529 0549
Relations)
Kay Larsen / Ben Robinson
COMPANY DESCRIPTION
www.pressuretechnologies.com
With its head office in Sheffield, the Pressure Technologies
Group was founded on its leading market position as a designer and
manufacturer of high-integrity, safety-critical components and
systems serving global supply chains in oil and gas, defence,
industrial and hydrogen energy markets.
The Group has two divisions, Chesterfield Special Cylinders and
Precision Machined Components.
Chesterfield Special Cylinders (CSC) - www.chesterfieldcylinders.com
-- Chesterfield Special Cylinders, Sheffield, includes CSC
Deutschland GmbH.
Precision Machined Components (PMC) - www.pt-pmc.com
-- Precision Machined Components includes the Al-Met, Roota
Engineering and Martract sites.
BACKGROUND AND REASONS FOR THE PLACING AND RETAIL OFFER
Pressure Technologies is a UK designer and manufacturer of
high-integrity, safety-critical components and systems serving
global supply chains in oil and gas, defence, industrial gases and
hydrogen energy markets. The Group creates value for its customers
by enhancing the performance of their safety-critical supply chains
and advancing safety and reliability in demanding environments
through technology, high-quality engineering and the skills of its
people.
The Group is comprised of two business divisions:
-- Chesterfield Special Cylinders ("CSC"), which designs and
manufactures high-pressure gas containment systems and provides
through-life integrity management services ("Integrity Management")
for safety-critical applications in defence, oil and gas,
industrial and hydrogen energy markets; and
-- the Precision Machined Components ("PMC") division, which
comprises Roota Engineering, Martract and Al-Met brands with highly
competitive lead times, highly specialised precision engineering
skills and a blue chip customer base in the global oil and gas
market.
On 27 September 2022, the Company announced a trading update for
the 52 week period ended on 1 October 2022 ("FY22"). Although the
second half of the financial year was expected to deliver an
adjusted operating profit, trading within the Group was below the
Board's expectations despite a strong order book in the CSC
division and recovering demand within the PMC division.
Within CSC, major defence projects were impacted by a
combination of customer delays, supply chain disruption and the
unplanned outage of key equipment, delaying significant revenue
into the first half of FY23. Similarly, several Integrity
Management deployments planned for the second half have been
delayed by customers into the 52 week period ending 30 September
2023 ("FY23") and beyond. Input costs from raw materials and
energy-intensive processes increased significantly throughout the
year, further impacting margins where the costs could not be
recovered through price escalations and permitted contract
variations within the period.
In PMC, there was an unexpected temporary slowdown in order
placement from oil and gas customers over the summer period, which
recovered later in the fourth quarter of FY22. Together with supply
chain delays and cost increases, the temporary slowdown resulted in
lower revenue and a significantly greater adjusted operating loss
than anticipated for the full year.
A significant refinancing project was due to complete in
September 2022, which was expected to replace the Company's
existing GBP2.4 million Lloyds Bank (the trading name for Bank of
Scotland plc) revolving credit facility with an asset-backed credit
facility of GBP6.0 million, providing increased headroom and
flexibility to the Group to achieve its strategic objectives. This
was interrupted due to the Group's disappointing trading
performance in the fourth quarter of FY22.
As a result of the expected adjusted operating loss for the full
year FY22 and interruption to the refinancing project, the Board
entered into discussions with Lloyds Bank as it anticipated it
would not be able to meet the requirements of the two existing
financial covenants contained within the existing facility. Ernst
& Young LLP continues to support the Group's review of funding
options in order to replace the Lloyds Bank facility with new
arrangements that will provide the Group with increased facility
headroom.
In addition to pursuing refinancing opportunities, the Board is
also exploring other longer term opportunities that will secure
sufficient funding to progress its strategic priorities
particularly within CSC and the hydrogen energy sector. These
initiatives include divesting of non-core activities and the sale
and leaseback of freehold property to strengthen the Group's
balance sheet and cash position. To match the scale of the Group
after the anticipated non-core divestment, the Group commenced
restructuring of centralised overhead functions in October 2022,
which is anticipated to reduce the Group's cost base from January
2023.
The terms of the existing Lloyds bank facility of GBP2.4 million
have been extended to 31 March 2024 and the September 2022 covenant
tests have been waived. However, the Board considers that
additional short-term working capital of a minimum of GBP2.0
million is required to provide increased liquidity and greater
flexibility to support the Group's strategic investment in CSC, for
delivery of existing contracts and to capitalise on growth
opportunities in Integrity Management services and in hydrogen
storage and transportation. In order to address the Group's short
term funding requirements, the Board is undertaking the
Fundraising, whilst longer-term funding opportunities are
progressed.
Use of proceeds
The net proceeds of the Fundraising of up to GBP2.5 million will
be used to support the Group's short term working capital
requirements, alongside strengthening the balance sheet whilst
longer term financing opportunities are progressed. The use of
proceeds is as follows:
-- Provide working capital headroom to support material
purchases and other supplier payments for existing defence,
offshore and hydrogen contracts, which are expected to be delivered
in 2023;
-- Provide a bridge to profitable, cash-generative trading and
the commencement of major defence contracts in FY23; and
-- Strengthen the Group's balance sheet.
CURRENT TRADING AND PROSPECTS
Chesterfield Special Cylinders
As previously announced, progress on major defence contracts in
the fourth quarter of FY22 was impacted by a combination of
unexpected customer delays, supply chain disruption and the
unplanned outage of key equipment, delaying significant revenue
into the first half of FY23. Similarly, several Integrity
Management deployments planned for the second half of the financial
year were delayed by customers into FY23 and beyond. Additionally,
input costs from raw materials and energy-intensive processes
increased significantly throughout the year, further impacting
margins where the costs could not be recovered through price
escalations and permitted contract variations within the
period.
In addition, and subsequent to the trading update issued on 27
September 2022, major defence contract margins for prior periods
FY17 to FY21 have been reassessed and a potential downward
adjustment of c.GBP0.5 million to FY22 operating profit has been
identified. The Group is in discussion with its auditors, Grant
Thornton UK LLP, regarding the appropriate accounting treatment of
this historic contract margin adjustment.
As a result, CSC is expected, subject to external audit, to
report revenues for FY22 of approximately GBP18.0 million (FY21:
GBP18.9 million) and an operating profit of approximately GBP1.8
million (FY21: GBP2.8 million) pre exceptional items and the FY17
to FY21 contract margin adjustment.
CSC has a positive outlook supported by an order book of GBP6.6
million, major defence contract placements expected in the first
quarter, and a strong pipeline of defence contracts, Integrity
Management deployments and hydrogen storage and transportation
projects. The Group is also well placed to benefit from the
increase in demand for hydrogen energy storage and transport
solutions, with green hydrogen generation in the UK and Europe
providing further opportunities for the Group, particularly in
anticipated demand for new build hydrogen road trailer demand.
In addition, CSC has the opportunity to mitigate input cost
pressures through planned procurement and pricing strategies,
operational efficiencies and contract variations.
Precision Machined Components
Despite a temporary slowdown in order placement from oil and gas
customers over the summer period, which impacted PMC's trading
performance in the fourth quarter of FY22, a strong order intake of
GBP3.0 million underpins the opening order book for FY23 of GBP3.3
million. PMC is expected, subject to external audit, to report
revenues for FY22 of approximately GBP7.4 million (FY21: GBP6.4
million) and an operating loss of GBP1.2 million (FY21 GBP1.6
million) pre exceptional items.
PMC's customers continue to forecast continued recovery in
demand for specialised components for oil and gas exploration and
production projects which is expected to benefit the business in
FY23. The Board expects PMC to return to profitable trading in the
second quarter of FY23.
Group Trading and Outlook
The results for the first half of the year, which were announced
on 28 June 2022, indicated an operating loss of GBP2.1 million pre
exceptional items for the first half, but with a much stronger
performance expected for the second half of the year, on the basis
of a strong order book in CSC and an expected recovery in order
intake in PMC. However, second-half performance was significantly
below that anticipated and the Group is now expecting, subject to
external audit, to report a full-year operating loss of
approximately GBP1.4 million (FY21: GBP0.7 million) pre exceptional
items and FY17 to FY21 contract margin adjustment in CSC.
Despite the disappointing trading performance in FY22, the Board
is confident in underlying market opportunities and expects a
return to profitability and positive cash generation in FY23. The
positive outlook for the Group in the medium and longer term is
underpinned by a strong defence orderbook and pipeline, the
completion of projects deferred from FY22, improving order
placement in PMC and exciting opportunities in hydrogen storage and
transportation.
DIRECTOR PARTICIPATION IN THE PLACING
Certain of the Directors have indicated their intention to
participate in the Placing. Their proposed respective
participations would constitute related party transactions under
Rule 13 of the AIM Rules for Companies. Further details of any
participation by the Directors in the Placing will be set out in
the announcement to be made summarising the results of the
Bookbuilding Process.
DETAILS OF THE PLACING AND THE RETAIL OFFER
The Placing
The Company is proposing to raise up to approximately GBP2.0
million before expenses by the issue of the Placing Shares at 30
pence per new Ordinary Share to certain new and existing
Shareholders. The Placing will comprise up to 6,666,666 new
Ordinary Shares, representing approximately 21.46 per cent of the
existing issued share capital of the Company. The Placing Shares
will, when issued, rank pari passu with the Existing Ordinary
Shares.
The Placing has not been underwritten. The issue of the Placing
Shares is conditional, inter alia, upon the approval by
Shareholders of the Resolutions at the General Meeting convened for
2 December 2022 and upon Admission becoming effective on 6 December
2022 (or such later date as the Company and the Singer may
agree).
On 15 November 2022, the Company and Singer entered into the
Placing Agreement pursuant to which Singer agreed, subject to
certain conditions, to procure subscribers for the Placing Shares
at the Issue Price. The Placing Agreement contains provisions
entitling Singer to terminate the Placing (and the arrangements
associated with it), at any time prior to Admission in certain
circumstances. If this right is exercised, the Placing will lapse,
any monies received in respect of the Placing will be returned to
the applicants without interest and Admission will not occur.
The Company has agreed to pay Singer upon Admission a placing
commission and all other costs and expenses of, or in connection
with, the Placing, plus any VAT thereon. The Placing Agreement
contains warranties from the Company in favour of Singer in
relation to, inter alia, the accuracy of the information in this
document and other matters relating to the Group and its
businesses. In addition, the Company has agreed to indemnify Singer
in customary terms in relation to certain liabilities it may incur
in respect of the Placing.
Singer has the right to terminate the Placing Agreement in
certain circumstances prior to admission of the New Ordinary Shares
to trading AIM ("Admission"), in particular if there has, in the
opinion (acting reasonably) of Singer, been a breach of the
warranties given to Singer in the Placing Agreement in any material
respect, or on the occurrence (in the opinion of Singer (acting
reasonably)) been a material adverse change which is material in
the context of the Company or the Group taken as a whole or force
majeure event.
The Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing retail Shareholders
resident in the United Kingdom the opportunity to participate in
the Retail Offer. The Retail Offer, will be open to existing retail
shareholders via 'REX' intermediaries ("Intermediaries", each an
"Intermediary") to raise up to GBP0.5 million (before fees and
expenses) through the issue of the Retail Shares. The Retail Offer
will be conditional on, inter alia, the Placing becoming
unconditional and not having been terminated, and Admission.
Each Intermediary will enter into an agreement with the Company
and Peel Hunt LLP ("Intermediary Agreement", which will regulate,
inter alia, the conduct of the Retail Offer on market standard
terms and provides for the payment of a commission and/or fee to
the Intermediary if such Intermediary elects to receive a
commission and/or fee. Pursuant to the terms and conditions in the
Intermediary Agreement, in making an application, each Intermediary
will also be required to give certain representations and
warranties. The Company has also agreed to pay certain fees and
commissions to Peel Hunt LLP as co-ordinator in respect of the
Retail Offer and a fee to Singer in respect of the introduction
made by them to Peel Hunt LLP.
The Retail Offer is not underwritten and will be offered in the
United Kingdom under the exemption against the need to publish a
prospectus approved by the FCA in section 86(1)(e) of FSMA. The
Retail Offer will not be made into any jurisdiction other than the
United Kingdom.
Admission, settlement and GENERAL MEETING
Application will be made to the London Stock Exchange for
Admission of the New Ordinary Shares.
It is expected that Admission will take place on or before 8.00
a.m. on 6 December 2022 and that dealings in the New Ordinary
Shares on AIM will commence at the same time.
The Fundraising is conditional upon, among other things, the
Resolutions required to implement the Fundraising being duly passed
by the shareholders of Pressure Technologies at the General Meeting
proposed to be held at the offices of Singer Capital Markets, 1
Bartholomew Lane, London, EC2N 2AX at 11.00 a.m. on 2 December
2022, upon Admission becoming effective and provided the Placing
Agreement between Pressure Technologies and Singer has not been
terminated in accordance with its terms.
A Circular containing, amongst other things, the notice of the
General Meeting is expected to be published by 16 November
2022.
EXPECTED TIMETABLE FOR THE PLACING AND RETAIL OFFER
Publication of the Circular 16 November 2022
Latest time and date for receipt
of Forms of Proxy and CREST proxy 11.00 a.m. on 30 November
instructions 2022
General Meeting 11.00 a.m. on 2 December
2022
Admission and dealings in the New
Ordinary Shares expected to commence 8.00 a.m. on 6 December
on AIM 2022
Where applicable, expected date for
CREST accounts to be credited in As soon as possible after
respect of the New Ordinary Shares 8.00 a.m.
in uncertificated form on 6 December 2022
Where applicable, expected date for
despatch of definitive share certificates
for New Ordinary Shares in certificated Week commencing 19 December
form 2022
Notes:
1. Each of the times and dates above are indicative only
and are subject to change. If any of the above times and/or
dates change, the revised times and/or dates will be notified
by the Company to Shareholders by announcement through a regulatory
information service.
2. All of the above times refer to London time unless otherwise
stated.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN 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 THE DOMESTIC LAW OF
ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); AND 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 PRESSURE TECHNOLOGIES PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR
THE "US") 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.
The distribution of this Announcement and/or 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 Pressure
Technologies, Singer or any of their respective affiliates, agents,
directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by Pressure Technologies and Singer 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, Australia,
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) ("FSMA") does not require the approval of the
relevant communication by an authorised person.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral, electronic or written and
legally binding offer to acquire Placing Shares will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in 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, or may be deemed to contain, "forward-looking statements"
with respect to certain of Pressure Technologies' 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 Pressure Technologies, 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 Pressure Technologies and its affiliates
operate, the effect of volatility in the equity, capital and credit
markets on Pressure Technologies' profitability and ability to
access capital and credit, a decline in Pressure Technologies'
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 Pressure Technologies 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 Pressure Technologies speak
only as of the date they are made. Except as required by applicable
law or regulation, Pressure Technologies 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 Pressure Technologies' expectations with
regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
Singer Capital Markets Securities Limited ("Singer"), which is
authorised and regulated in the United Kingdom by the FCA is acting
solely for the Company and no-one else in connection with the
Fundraising and the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Fundraising or the transactions and arrangements described in this
Announcement. Singer is not responsible to anyone other than the
Company for providing the protections afforded to clients of Singer
or for providing advice in connection with the contents of this
Announcement, the Fundraising or the transactions and arrangements
described in this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules and no-one else in connection with the Fundraising and
the transactions and arrangements described in this Announcement
and will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Fundraising or the transactions and arrangements described in this
Announcement. SCM Advisory is not responsible to anyone other than
the Company for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the
contents of this Announcement, the Fundraising or the transactions
and arrangements described in this Announcement. SCM Advisory's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person.
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 Singer, SCM Advisory or by any of its
Representatives as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability 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 Pressure
Technologies for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of Pressure Technologies.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of Pressure Technologies' website nor any
website accessible by hyperlinks on Pressure Technologies'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 Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors (for the purposes of UK Product
Governance Requirements) should note that: (a) the price of the
Placing Shares may decline and investors could lose all or part of
their investment; (b) the Placing Shares offer no guaranteed income
and no capital protection; and (c) an investment in the Placing
Shares compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The UK Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Singer will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures in the 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 Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in the MiFID II Product Governance Requirements; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EEA Target Market Assessment").
Notwithstanding the EEA Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The EEA Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
EEA Target Market Assessment, Singer will only procure investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EEA Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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 THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN 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 THE DOMESTIC LAW OF
ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); AND 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 PRESSURE TECHNOLOGIES PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE 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.
The distribution of this Announcement and/or 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 Pressure
Technologies, Singer or any of its Representatives that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by Pressure Technologies and Singer
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, 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 FSMA does not require the approval of
the relevant communication by an authorised person.
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
PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to
Singer and Pressure Technologies 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 Singer has 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; and
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 Singer has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons; and
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; and
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; and
6. it (and any account referred to in paragraph 5 above) is
outside of 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. Pressure Technologies and Singer 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 and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies (the "AIM Rules")) by or on behalf of Pressure
Technologies on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set out in the contract note, electronic trade confirmation 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
Pressure Technologies and confirms that it has neither received nor
relied on any information (other than the Publicly Available
Information), representation, warranty or statement made by or on
behalf of Singer or Pressure Technologies or any other person and
none of Singer, Pressure Technologies nor any other person acting
on such person's behalf nor any of their respective Representatives
has or shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons) .
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of
Pressure Technologies in accepting a participation in the Placing.
No Placee should consider any information in this Announcement to
be legal, tax or business advice. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer has today entered into a Placing Agreement with Pressure
Technologies under which, on the terms and subject to the
conditions set out in the Placing Agreement, Singer, as agent for
and on behalf of Pressure Technologies, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of Pressure Technologies be
credited as fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares in the capital of Pressure
Technologies, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
Existing Ordinary Shares after the date of issue of the Placing
Shares.
Lock-up
As part of the Placing, Pressure Technologies has agreed that it
will not for a period of six months after Admission, directly or
indirectly, issue, offer, sell, lend, pledge, contract to sell or
issue, grant any option, right or warrant to purchase or otherwise
dispose of any Ordinary Shares (or any interest therein or in
respect thereof) or other securities of Pressure Technologies
exchangeable for, convertible into or representing the right to
receive Ordinary Shares or any substantially similar securities or
otherwise enter into any transaction (including derivative
transaction) directly or indirectly, permanently or temporarily, to
dispose of any Ordinary Shares or undertake any other transaction
with the same economic effect as any of the foregoing or announce
an offering of Ordinary Shares or any interest therein or to
announce publicly any intention to enter into any transaction
described above. This agreement is subject to certain customary
exceptions and does not prevent the grant or exercise of options
under any of Pressure Technologies' existing share incentives and
share option schemes, or following Admission the issue by Pressure
Technologies of any Ordinary Shares upon the exercise of any right
or option or the conversion of a security already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 6 December (or such later time or date as Singer may agree
with Pressure Technologies, being no later than 8.00 a.m. on 14
December 2022) and that dealings in the Placing Shares on AIM will
commence at the same time.
The Bookbuilding Process
Singer will commence the Bookbuilding Process to determine
demand for participation in the Placing by Placees immediately
following the publication of this Announcement. 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.
Singer and Pressure Technologies 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. Singer is acting as bookrunner to the Placing, as agent for
and on behalf of Pressure Technologies.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Singer to
participate. Singer and any of its affiliates are entitled to enter
bids in the Bookbuilding Process.
3. The Issue Price is fixed at 30 pence and is payable to Singer
(as agent for Pressure Technologies) by all Placees whose bids are
successful. The number of Placing Shares will be agreed between
Singer and Pressure Technologies following completion of the
Bookbuilding Process. The number of Placing Shares will be
announced by Pressure Technologies (such announcement being the
"Placing Results Announcement" ) following the close of the
Bookbuilding Process.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales
contact at Singer. Each bid should state the number of Placing
Shares which a Placee wishes to subscribe for at the Issue Price.
Bids may be scaled down by Singer on the basis referred to in
paragraph 9 below. Singer is acting as Bookrunner and arranging the
Placing as agent of Pressure Technologies.
5. The Bookbuilding Process is expected to close no later than
5.00 p.m. on 15 November 2022 but may be closed earlier or later
subject to the agreement of Singer and Pressure Technologies.
Singer may, in agreement with Pressure Technologies, accept bids
that are received after the Bookbuilding Process has closed.
Pressure Technologies reserves the right (upon the prior agreement
of Singer) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its discretion.
6. Each Placee's allocation will be determined by Singer in its
discretion following consultation with Pressure Technologies (and
in accordance with Singer's allocation policy as has been supplied
by Singer to Pressure Technologies) and will be confirmed to
Placees either orally or by email by Singer. Singer may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at its absolute discretion, in consultation
with Pressure Technologies, and may scale down any bids for this
purpose on the basis referred to in paragraph 9 below.
7. Pressure Technologies will release the Placing Results
Announcement following the close of the Bookbuilding Process
detailing the aggregate number of the Placing Shares to be
issued.
8. Each Placee's allocation and commitment will be evidenced by
a contract note, electronic trade confirmation or other (oral or
written) confirmation issued to such Placee by Singer. The terms of
this Appendix will be deemed incorporated in that contract note,
electronic trade confirmation or other (oral or written)
confirmation.
9. Subject to paragraphs 4, 5 and 6 above, Singer may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine or be
directed. Singer may also, notwithstanding paragraphs 4, 5 and 6
above, subject to the prior consent of Pressure Technologies:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process 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
Singer's consent will not be capable of variation or revocation
after the time at which it is submitted. Following Singer's oral or
written confirmation of each Placee's allocation and commitment to
acquire Placing Shares, each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Singer (as
agent for Pressure Technologies), to pay to it (or as it may
direct) in cleared funds an amount equal to the product of Issue
Price and the number of Placing Shares such Placee has agreed to
acquire and Pressure Technologies has agreed to allot and issue to
that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by Singer or Pressure Technologies
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
13. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing".
14. By participating in the Bookbuilding Process, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) Singer;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person
connected with Singer as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
Singer);
shall have any responsibility or 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 Singer nor any of its affiliates shall have
any responsibility or liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Singer's
conduct of the Bookbuilding Process or the Placing or of such
alternative method of effecting the Placing as Singer and Pressure
Technologies may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note, electronic trade confirmation or
other (oral or written) confirmation which will confirm the number
of Placing Shares allocated to them, the Issue Price and the
aggregate amount owed by them to Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Singer in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00B1XFKR57) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to occur on 6 December 2022 (the "Settlement Date") in
accordance with the contract note, electronic trade confirmation 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, Pressure
Technologies and Singer may agree that the Placing Shares should be
issued in certificated form. Singer reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as it deems necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 3 percentage points above the prevailing base rate of
Barclays Bank plc as determined by Singer.
Subject to the conditions set out above, payment in respect of
the Placees' allocations 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: NNQAN
Expected trade time & date: 08.00 a.m. on 2
December 2022
----------------
Settlement Date: 6 December 2022
----------------
ISIN code for the Placing Shares: GB00B1XFKR57
----------------
Deadline for Placee to input instructions 11.00 a.m. on 2
into CREST: December 2022
----------------
Each Placee is deemed to agree that, if it does not comply with
these obligations, Singer may sell any or all of the Placing Shares
allocated to that Placee on their behalf and retain from the
proceeds, for Singer's own account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the Issue Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on its behalf. By communicating a bid for Placing Shares, such
Placee confers on Singer all such authorities and powers necessary
to carry out such sale and agrees to ratify and confirm all actions
which Singer lawfully takes 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 contract note, electronic trade confirmation 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. If there
are any circumstances in which any United Kingdom stamp duty or
stamp duty reserve tax or other similar taxes or duties (including
any interest and penalties relating thereto) is payable in respect
of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp
duty or stamp duty reserve tax is payable in connection with any
subsequent transfer or agreement to transfer Placing Shares),
neither Singer nor Pressure Technologies shall be responsible for
payment thereof. 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 Singer under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) the Circular and form of proxy having been published by no later than 16 November 2022;
(b) the Resolutions having been passed at the General Meeting
(or at any adjournment thereof);
(c) Pressure Technologies complying with its obligations under
the Placing Agreement to the extent that they fall to be performed
on or before Admission; and
(d) Admission having become effective at or before 8.00 a.m. on
6 December 2022 or such later time as Singer may agree with
Pressure Technologies (not being later than 8.00 a.m. on 14
December 2022),
(all conditions to the obligations of Singer included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted,
waived by Singer in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as Pressure
Technologies and Singer may agree), or the Placing Agreement is
terminated in accordance with its terms, the Placing will lapse and
the Placee's rights and obligations shall cease and terminate at
such time and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placee is
acting) in respect thereof.
By participating in the 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.
Singer may, in its absolute discretion and upon such conditions
as it reasonably considers appropriate as it thinks fit, waive
fulfilment of all or any of the Conditions in whole or in part, or
extend the time provided for fulfilment of one or more Conditions,
save that certain Conditions including the conditions relating to
the Circular and Admission referred to, respectively, in paragraphs
(a) and (d) above may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this
Appendix.
Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Singer nor any of its affiliates nor Pressure
Technologies 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
Singer.
Termination of the Placing
Singer may, in its absolute discretion, by notice to Pressure
Technologies, terminate the Placing Agreement at any time up to
Admission if, inter alia:
(a) there has, in the opinion (acting reasonably) of Singer,
been a breach of the warranties given to it in any material
respect;
(b) there has, in the opinion of Singer (acting reasonably), been a material adverse change;
(c) any statement contained in this Announcement, the Circular,
the Placing Results Announcement or any other document or
announcement issued or published by or on behalf of Pressure
Technologies in connection with the Placing is or has become or has
been discovered to be untrue or inaccurate or misleading in any
material respect (in the opinion of Singer, acting reasonably);
or
(d) in the reasonable opinion of Singer, there has been a force majeure event.
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 Pressure Technologies and Singer that the exercise by Pressure
Technologies or Singer of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of Pressure Technologies or Singer
or for agreement between Pressure Technologies and Singer (as the
case may be) and that neither Pressure Technologies nor Singer need
make any reference to such Placee and that none of Pressure
Technologies, Singer 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. Each Placee further agrees that
they will have no rights against Singer, Pressure Technologies or
any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended).
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by Singer of a contract note, electronic trade
confirmation 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) irrevocably
confirms, represents, warrants, acknowledges and agrees (for itself
and for any such prospective Placee) with Pressure Technologies and
Singer (in its capacity as bookrunner and Placing agent of Pressure
Technologies in respect of the Placing) that (save where Singer
expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its subscription for 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, Pressure Technologies, 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, the EU
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
Pressure Technologies is therefore required to publish certain
business and financial information in accordance with the AIM Rules
and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in England and Wales as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal)
Act 2018 (the "UK MAR" )), which includes a description of the
nature of Pressure Technologies' business and Pressure
Technologies' 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 Pressure Technologies in accepting a participation in
the Placing and neither Singer nor Pressure Technologies 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 Pressure Technologies or
any other person other than the information in this Announcement or
the Publicly Available Information; nor has it requested Singer,
Pressure Technologies, any of their respective Representatives or
any person acting on behalf of any of them to provide it with any
such information;
5. neither Singer nor any person acting on behalf of it nor any
of its Representatives has or shall have any liability for any
Publicly Available Information, or any representation relating to
Pressure Technologies, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of Pressure Technologies, the Placing
Shares and the terms of the Placing based on the information in
this Announcement and the Publicly Available Information;
(b) neither Singer, nor Pressure Technologies (nor any of their
respective Representatives) have made any representation or
warranty to it, express or implied, with respect to Pressure
Technologies, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information, nor
will it provide any material or information regarding Pressure
Technologies, the Placing or the Placing Shares;
(c) it has conducted its own investigation of Pressure
Technologies, the Placing (including its terms and conditions) 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 Singer or any
person acting on its behalf may have conducted with respect to
Pressure Technologies, 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 Pressure Technologies and that neither Singer nor
any persons acting on its 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 Pressure Technologies 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. neither it nor any beneficial owner of the Placing Shares is,
nor will, at the time the Placing Shares are acquired, either of
them be a resident of the United States, Australia, Canada, the
Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or
Japan;
10. it may be asked to disclose in writing or orally to Singer:
(i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
11. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
12. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States, Australia, Canada, the Republic of South Africa,
or Japan (including electronic copies thereof), and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
13. none of Singer, Pressure Technologies 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 Singer
and that Singer has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any Conditions or exercise any termination right;
14. it will make payment to Singer for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Singer determines in its
absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the Placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
15. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Pressure Technologies may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
16. no action has been or will be taken by any of Pressure
Technologies, Singer or any person acting on behalf of Pressure
Technologies or Singer 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;
17. 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 Singer and Pressure Technologies will not be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Placing and agrees to
indemnify Pressure Technologies and Singer in respect of the same
on the basis that the Placing Shares will be allotted to a CREST
stock account of Singer or transferred to a CREST stock account of
Singer who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions
with it;
18. 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;
19. 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;
20. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or 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, or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
21. 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;
22. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Singer 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;
23. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and the UK MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
24. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK 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 Singer has been given to
each proposed offer or resale;
25. if in the United Kingdom, unless otherwise agreed by Singer,
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 acquiring Placing Shares for
investment only and not with a view to resale or distribution;
26. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) about Pressure Technologies in advance of the
Placing, it has not:
(a) dealt (or attempted to deal) in the securities of Pressure
Technologies or cancelled or amended a dealing in the securities of
Pressure Technologies;
(b) encouraged, recommended or induced another person to deal in
the securities of Pressure Technologies or to cancel or amend an
order concerning Pressure Technologies' securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
27. Singer and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of Pressure Technologies 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, Singer and/or any of its
affiliates acting as an investor for its or their own account(s).
Neither Singer nor Pressure Technologies intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
28. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended) 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
Singer such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Singer 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 Singer may decide at
its sole discretion;
29. in order to ensure compliance with the Regulations, Singer
(for itself and as agent on behalf of Pressure Technologies) or
Pressure Technologies' registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Singer or Pressure Technologies' registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Singer's absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Singer's or Pressure
Technologies' registrars', as the case may be, absolute discretion.
If within a reasonable time after a request for verification of
identity Singer (for itself and as agent on behalf of Pressure
Technologies) or Pressure Technologies' registrars have not
received evidence satisfactory to them, either Singer and/or
Pressure Technologies 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;
30. 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;
31. any money held in an account with Singer on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under the 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 Singer's money in accordance with the
client money rules and will be used by Singer's in the course of
its business; and the Placee will rank only as a general creditor
of Singer's;
32. Singer may choose to invoke the CASS Delivery Versus Payment
exemption (under CASS 6.1.12R and 7.11.14R within the FCA Handbook
Client Assets Sourcebook) with regard to settlement of Placing
Shares and/or funds, in connection with the Placing, should it see
fit;
33. neither it nor, as the case may be, its clients expect
Singer to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the COBS, and that Singer is not acting
for it or its clients, and that Singer will not be responsible for
providing the protections afforded to clients of Singer or for
providing advice in respect of the transactions described in this
Announcement;
34. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note, the electronic trade confirmation 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 Pressure
Technologies' or Singer's conduct of the Placing;
35. 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 Pressure Technologies and
its affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
36. it irrevocably appoints any duly authorised officer of
Singer as its agent for the purpose of executing and delivering to
Pressure Technologies 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;
37. Pressure Technologies, Singer and others (including each of
their respective Representatives) will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Singer on its
own behalf and on behalf of Pressure Technologies and are
irrevocable;
38. 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:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts; and
(b) will remain liable to Pressure Technologies and Singer for
the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another
person);
39. time is of the essence as regards its obligations under this Appendix;
40. 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 Singer;
41. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
42. 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 and all non-contractual or other obligations arising
out of or in connection with them, 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 (including
any dispute regarding the existence, validity or termination or
such contract or relating to any non-contractual or other
obligation arising out of or in connection with 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 Pressure Technologies or Singer
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold
Pressure Technologies, Singer 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 Singer, Pressure
Technologies or each of their respective Representatives 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 Singer and Pressure Technologies
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 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 Pressure Technologies.
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 Pressure Technologies nor Singer shall
be responsible for such stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and they
should notify Singer accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares and each Placee, or
the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless Pressure Technologies and
Singer in the event that either Pressure Technologies and/or Singer
have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Singer for
itself and on behalf of Pressure Technologies and are irrevocable
and will survive completion of the Placing.
Singer Capital Markets Securities Limited and Singer Capital
Markets Advisory LLP are each authorised and regulated by the FCA
in the United Kingdom and are acting exclusively for Pressure
Technologies and no one else in connection with the Bookbuilding
Process and the Fundraising, and neither will be responsible to
anyone (including any Placees) other than Pressure Technologies for
providing the protections afforded to their clients or for
providing advice in relation to the Bookbuilding Process or the
Fundraising or any other matters referred to in this
Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Singer does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Singer may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Singer, any money held in an account with Singer on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under 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 Singer's money in accordance
with the client money rules and will be held by it under a banking
relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of Pressure
Technologies for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of Pressure Technologies.
The price of the Placing 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 Placing Shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
Neither the content of Pressure Technologies' website nor any
website accessible by hyperlinks on Pressure Technologies' 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);
"AIM" the market of that name operated by
London Stock Exchange plc;
"Board" or "Directors" the board of directors of the Company
for the time being;
"Bookbuild" or "Bookbuilding the accelerated bookbuild process carried
Process" out by Singer on behalf of the Company
pursuant to the Placing;
"certificated" or "in the description of a share or other
certificated form" security which is not in uncertificated
form (that is not in CREST);
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001;
"EU" the European Union;
"Euroclear" Euroclear UK & International Limited;
"Existing Ordinary Shares" the 31,067,163 existing Ordinary Shares
in the capital of the Company;
"Form of Proxy" the form of proxy accompanying the Circular
relating to the General Meeting;
"Fundraising" together, the Placing and the Retail
Offer;
"General Meeting" the general meeting of the Company's
shareholders to be held at 11:00 a.m.
on 2 December 2022 at the offices of
Singer Capital Markets at 1 Bartholomew
Lane, London, EC2N 2AX ;
"Group" the Company and its Subsidiaries (as
defined in the Act);
"Issue Price" 30 pence per Placing Share;
"New Ordinary Shares" together, the Placing Shares and the
Retail Shares;
"Ordinary Shares" the ordinary shares of 5 pence each
in the capital of the Company;
"Placing" the conditional placing of the Placing
Shares at the Issue Price pursuant to
the Placing Agreement;
"Placing Agreement" the agreement dated 15 November 2022
between the Company and Singer Capital
Markets Securities Limited relating
to the Placing;
"Placing Shares" the new Ordinary Shares to be issued
by the Company pursuant to the Placing;
"Regulatory Information has the meaning given in the AIM Rules;
Service"
"REX" the retail capital markets platform
operated by Peel Hunt LLP;
"Retail Offer" the offer made by the Company of Ordinary
Shares to existing retail Shareholders
via the REX portal;
"Retail Shares" the new Ordinary Shares to be issued
by the Company pursuant to the Retail
Offer;
"Shareholders" holders of Ordinary Shares;
"Singer" or "Singer Singer Capital Markets Advisory LLP,
Capital Markets" acting as nominated adviser and Singer
Capital Markets Securities Limited,
acting as bookrunner and broker to the
Company (as the context requires) for
the purposes of the AIM Rules, and where
the context allows, its affiliates Singer
Capital Markets Limited;
"uncertificated" recorded on a register of securities
maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by means
of CREST;
"United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
IOEFFFIILALSLIF
(END) Dow Jones Newswires
November 15, 2022 02:00 ET (07:00 GMT)
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