TIDMESYS

RNS Number : 6895E

essensys PLC

09 July 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ESSENSYS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ESSENSYS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR").

9 July 2021

essensys plc

Result of Placing

essensys plc (AIM:ESYS) ("essensys", the "Company" or, together with its subsidiary undertakings, the "Group"), the leading global provider of mission critical software-as-a-service ("SaaS") platforms and on-demand cloud services to the flexible workspace industry, is pleased to announce that, further to the announcement made on 8 July 2021 regarding the Fundraising (the "Launch Announcement"), an aggregate of 10,984,552 Primary Placing Shares have been successfully placed by Singer Capital Markets Securities Limited and Berenberg at an Offer Price of 285 pence per Placing Share to raise gross proceeds for the Company of approximately GBP31.3 million.

Following the deduction of associated fees and expenses, the net proceeds receivable by the Company will be approximately GBP30 million and which will be used to accelerate the Company's growth strategy and product development as further described in the Launch Announcement.

Additionally, the Secondary Placing has raised approximately GBP6.3 million of gross proceeds for Mark Furness, Chief Executive Officer, through the placing of 2,219,563 Secondary Placing Shares at the Offer Price.

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Jon Lee, Non-executive Chairman of essensys plc, said:

"We are delighted by the market's reaction to our proposed placing of new shares, are grateful for the continued support of existing investors and look forward to welcoming new shareholders onto the register. We are also pleased to be launching the open offer, thereby providing an opportunity for our wider shareholder base to participate in the fundraise.

"We are excited by the long-term growth opportunities ahead for the Company and look forward to updating the market on our progress as we deploy the proceeds of our significantly oversubscribed placing."

Related party transactions

Certain Directors of the Company (the "Participating Directors") have participated in the Primary Placing. The number of Primary Placing Shares conditionally subscribed for by each of the Participating Directors pursuant to the Primary Placing, and their resulting shareholdings on Admission are set out below:

 
 Participating             Number of            Number of       Number of     Percentage 
  Director(*)               Existing      Primary Placing        Ordinary    of Ordinary 
                            Ordinary    Shares subscribed     Shares held      Shares on 
                              Shares           for in the    on Admission    Admission** 
                                                  Placing 
 Jon Lee (Non-executive 
  Chair)                      66,225               35,088         101,313          0.16% 
                          ----------  -------------------  --------------  ------------- 
 Alexandra Notay 
  (Non-executive 
  Director)                        0                2,632           2,632         0.004% 
                          ----------  -------------------  --------------  ------------- 
 

(*) neither of the Participating Directors intends to take up their respective Open Offer Entitlements under the Open Offer

(**) assuming all of the Open Offer Shares are taken up in full under the Open Offer

Canaccord Genuity Group Inc. ("Canaccord"), a substantial shareholder of the Company (as defined in the AIM Rules), has conditionally acquired 3,406,294 Placing Shares at the Offer Price.

The participations of the Participating Directors and Canaccord each constitute related party transactions under rule 13 of the AIM Rules.

Accordingly, the Directors (other than the Participating Directors), consider, having consulted with Singer Capital Markets Advisory LLP, acting in its capacity as the Company's nominated adviser, that the terms of the participations of the Participating Directors and Canaccord in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.

Participation of the Seller in the Secondary Placing

2,219,563 Secondary Placing Shares have been conditionally placed on behalf of Mark Furness, Chief Executive Officer, and as a result his interest in Ordinary Shares will, following Admission, be as follows:

 
 Director(*)             Number of         Number of       Number of       Percentage 
                          Existing         Secondary        Ordinary      of Ordinary 
                          Ordinary    Placing Shares     Shares held        Shares on 
                            Shares         placed in    on Admission    Admission(**) 
                                       the Secondary 
                                             Placing 
 Mark Furness (Chief 
  Executive Officer)    21,548,629         2,219,563      19,329,066            30.0% 
                       -----------  ----------------  --------------  --------------- 
 

(*) Mark Furness does not intend to take up his Open Offer Entitlement under the Open Offer

(**) assuming all of the Open Offer Shares are taken up in full under the Open Offer

In connection with the Secondary Placing, Mark Furness has agreed with the Joint Bookrunners, not to offer, issue, sell or otherwise dispose of any further Ordinary Shares for a period of 12 months from Admission. These selling restrictions are subject to certain customary exceptions.

No members of the Concert Party (as defined in the Company's Admission Document available to view on the Company's website) have participated in the Primary Placing or intend to participate in the Open Offer . As a result of Mark Furness' conditional sale of the Secondary Placing Shares pursuant to the Secondary Placing and assuming full take up of the Open Offer, following Admission, the Concert Party will hold 24,930,272 Ordinary Shares, representing approximately 38.7 per cent. of the Company's enlarged issued share capital (assuming all of the Open Offer Shares are taken up in full under the Open Offer).

General Meeting

The Fundraising and the issue of the New Ordinary Shares are conditional upon, among other things, the Resolutions being duly passed by Shareholders at the General Meeting. In response to the coronavirus pandemic, the UK Government has introduced a number of measures in England aimed at controlling the spread of the COVID-19 virus. The Board has been closely monitoring the ongoing COVID-19 situation and, on the basis of the UK Government's roadmap out of lockdown, the General Meeting has been arranged on the assumption that the General Meeting will be able to be held as an open, physical meeting. If the position changes, the Company will communicate any updates on its website at www.essensys.tech/investors and, where appropriate, through a regulatory announcement, before the General Meeting.

The Circular is expected to be despatched to Shareholders on or around 9 July 2021 and the Circular, once published, will be available on the Company's website at www.essensys.tech/investors.

Admission, settlement and dealings

Application will be made for Admission of the New Ordinary Shares (comprising 10,984,552 Primary Placing Shares and up to 701,755 Open Offer Shares). Subject to, amongst other things, the passing of the Resolutions, settlement for the New Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or around 27 July 2021. In addition to the passing of the Resolutions, the Fundraising is conditional upon, among other things, Admission becoming effective and neither the Placing Agreement nor the Sell-down Agreement being terminated in accordance with their terms.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

The person responsible for arranging the release of this Announcement on behalf of the Company is Alan Pepper, Chief Financial Officer of the Company.

Enquiries:

 
                                                    +44 (0)20 3102 
 essensys plc                                        5252 
 Mark Furness (Chief Executive Officer) 
  Alan Pepper (Chief Financial Officer) 
 Singer Capital Markets (formerly N+1 Singer) 
  (nominated adviser, joint broker and joint        +44 (0)20 7496 
  bookrunner)                                        3000 
 Peter Steel / Harry Gooden / George Tzimas 
                                                    +44 (0)20 3207 
 Berenberg (joint broker and joint bookrunner)       7800 
 Ben Wright / Mark Whitmore / Tejas Padalkar 
                                                    +44 (0)20 3727 
 FTI Consulting (public relations adviser)           1000 
 Jamie Ricketts / Eve Kirmatzis / Talia Jessener 
  / Victoria Caton 
 

About essensys plc

essensys is the leading global provider of mission-critical SaaS platforms and on-demand cloud services to the high growth flexible workspace industry. essensys' software is specifically designed and developed to help solve the complex operational challenges faced by multi-site flexible workspace operators as they grow and scale their operations. The Group's technology allows operators to deliver a range of differentiated, flexible and customer-specific services to a broad base of tenants across multiple locations and helps operators to manage the cost, operational and technological challenges they typically encounter.

essensys' two SaaS platforms, Connect and Operate, address these complex operational challenges, and reduce costs by simplifying the day-to-day management of flexible workspaces and the provision of on-demand IT, technology and infrastructure services to tenants. essensys' platforms automate key tasks and processes and help flexible workspace providers deliver highly efficient, customer-centric workspace solutions and member experiences with enterprise class services.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ESSENSYS PLC.

THE NEW ORDINARY SHARES AND THE SECONDARY PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED BELOW) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES OR THE SECONDARY PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or the Open Offer and/or issue of, or subscription for, the New Ordinary Shares, or the acquisition of the Secondary Placing Shares, in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, partners (persönlich haftende Gesellschafter), officers or employees (together "Representatives") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of New Ordinary Shares is being made in any such jurisdiction.

All offers of the New Ordinary Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

The New Ordinary Shares and the Secondary Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares or the Secondary Placing Shares and such shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan. Accordingly, the New Ordinary Shares and the Secondary Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Singer Capital Markets Securities Limited is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the Fundraising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising and Admission or any other matters referred to in this Announcement.

Singer Capital Markets Advisory LLP is authorised and regulated by the FCA in the United Kingdom and is acting as nominated adviser to the Company in connection with the Fundraising and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Fundraising or Admission or any other matter referred to in this Announcement. Singer Capital Markets Advisory LLP's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person.

Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA, is acting as joint bookrunner and joint broker exclusively to the Company and no one else in connection with the Placing. Berenberg will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective Representatives or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares and the Secondary Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Ordinary Shares and the Secondary Placing Shares may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares and the Secondary Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the New Ordinary Shares and the Secondary Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares or the Secondary Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and the Secondary Placing Shares and determining appropriate distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares and the Secondary Placing Shares have been subject to a product approval process, which has determined that the New Ordinary Shares and the Secondary Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares and the Secondary Placing Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares and the Secondary Placing Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares and the Secondary Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target

Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares or the Secondary Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and the Secondary Placing Shares and determining appropriate distribution channels.

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END

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July 09, 2021 02:00 ET (06:00 GMT)

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