TIDMGETB
RNS Number : 2399X
GetBusy PLC
18 December 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States of
America, Canada, Japan, the Republic of South Africa, or into any
other jurisdiction where offers or sales would be prohibited by
applicable law. This announcement is for information purposes only
and is not an offer to sell or a solicitation to buy securities in
GetBusy plc or any other entity in any jurisdiction, including the
United States of America, Canada, Australia, Japan, the Republic of
South Africa, or New Zealand.
18 December 2019
GetBusy plc
("GetBusy" or the "Company")
Proposed Share Capital Reorganisation and conditional
Placing
Approval of new Incentive Plans
Approval of a waiver of the obligations under Rule 9 of the
Takeover Code
Further to the commentary included within the Company's 2019
Half-Year Results, published on 23 July 2019, the directors of
GetBusy are pleased to announce a proposed Share Capital
Reorganisation, a proposed conditional Placing, proposed new
Incentive Plans and a proposed waiver of the obligations under Rule
9 of the Takeover Code in relation to potential Share Subscriptions
and the grant of rights to subscribe for New Ordinary Shares
pursuant to the terms of the new Incentive Plans.
A circular in connection with the Proposals incorporating a
notice of a general meeting of the Company to be held on 7 January
2020 at 10:00 a.m. is expected to be published by the Company and
sent to Shareholders on 19 December 2019, together with a Form of
Proxy. Pursuant to AIM Rule 26 a copy of the Circular will also be
made available to download from the Company's website on 19
December 2019.
Admission of the Placing Shares, subject to the waiver or
satisfaction of all conditions, is expected to occur at 8.00 a.m.
on 8 January 2020 (or such later date as the Company and Liberum
may agree).
Miles Jakeman, Chairman of GetBusy, said:
"On behalf of the Board, I am delighted to recommend these
proposals to shareholders. The Share Capital Reorganisation and
conditional Placing will simplify the Company's share register,
reduce the costs of compliance, provide an attractive exit to our
many small overseas shareholders, for whom share trading costs can
be very high, and provide additional share liquidity in the market.
The proposed new Incentive Plans will incentivise management to
create significant additional value for shareholders, better
aligning the interests of management and investors, and I am
delighted that management have demonstrated a strong belief in the
potential of the Group by agreeing to forego sizeable existing
incentives in exchange for the new plans."
Shareholders should note, pursuant to the proposed Share Capital
Reorganisation, that if you currently hold fewer than 5,000 Shares
and you wish to remain a Shareholder of the Company following the
Share Capital Reorganisation, you would need to increase your
shareholding to at least 5,000 Shares prior to the Record Date.
Shareholders in this position are encouraged to obtain independent
financial advice before taking any action.
ADDITIONAL INFORMATION
The Proposals
The Company is proposing:
-- to rationalise its Shareholder register by means of the Share
Capital Reorganisation in order to increase the liquidity of its
Shares and reduce the number of Small Shareholders holding
Shares;
-- to conduct a conditional Placing of up to 4,444,444 New
Ordinary Shares to institutional investors at a Placing Price of 45
pence per Placing Share, being the maximum number of the Fractional
Entitlements expected to arise on the Consolidation; and
-- to adopt new long-term incentive plans for certain members of
its management team and other employees it considers strategically
important to the long-term success of the business.
The Share Capital Reorganisation
The Company has a share register, which includes a large number
of Shareholders holding a very small percentage of the total number
of Shares. This creates a significant financial and logistical
burden for the Company.
In addition, the Company has many Small Shareholders based in
Australia and New Zealand, where costs associated with trading
equities on AIM is high. The Directors believe that the combination
of small shareholdings and high trading costs makes dealing in the
Shares unattractive for many Small Shareholders, in particular
those based in Australia and New Zealand, and does not generate
liquidity in the Company's Shares.
Therefore, a consolidation and sub-division of the Company's
Shares is proposed in the Circular, which the Board has deemed to
be an appropriate and cost-effective method of reducing the number
of Small Shareholders. The Board further considers that
rationalising the large shareholder base of the Company will have a
number of benefits including:
-- reducing the administration costs for the Company in relation to the Shares;
-- improving the market liquidity of, and trading activity in, the New Ordinary Shares; and
-- providing Small Shareholders with a cost-effective way in
which to realise value from their holding of Shares.
The Share Capital Reorganisation will consist of the following
steps:
1. a subscription prior to the Record Date for 386 Shares by
Paul Haworth, the Company's Chief Financial Officer and Company
Secretary, at a subscription price equal to the mid-market closing
price of the Company's Shares on the last practicable date prior to
such subscription. The 386 Shares are being issued to ensure the
Company's issued share capital can be consolidated exactly on a
5,000 for 1 basis and application will be made for such Shares to
be admitted to trading on AIM prior to the Record Date. It is
expected that admission of the 386 Ordinary Shares will become
effective and that dealings in these Ordinary Shares will commence
at 8:00 a.m. on 27 December 2019;
2. a consolidation of every 5,000 Shares into one Consolidated
Ordinary Share. If Resolution 1 is approved, unless a holding of
Ordinary Shares at the Record Date is exactly divisible by 5,000,
the holding will be rounded down to the nearest whole number of
Consolidated Ordinary Shares and the Shareholder will be left with
a Fractional Entitlement. Any Fractional Entitlements to a
Consolidated Ordinary Share will be aggregated so as to form
Consolidated Ordinary Shares which will, following the application
of the Sub-Division, be sold on behalf of the Company pursuant to
the conditional Placing. Consequently, if a Shareholder holds 5,000
Shares or more at the Record Date then his shareholding will be
rounded down to the nearest whole number divisible by 5,000. If a
Shareholder holds fewer than 5,000 Shares as at the Record Date,
then he will not be entitled to any Consolidated Ordinary Shares,
unless the Shareholder increases his shareholding prior to the
Record Date;
3. a sub-division of each Consolidated Ordinary Share into 5,000
New Ordinary Shares. Application will be made for the New Ordinary
Shares to be admitted to trading on AIM in place of the Existing
Ordinary Shares. It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will
commence at 8:00 a.m. on 8 January 2020; and
4. the sale of all Fractional Entitlements arising on the
Consolidation pursuant to the Placing in accordance with the terms
of the Placing Agreement. The Placing is subject to the passing of
the Resolutions at the General Meeting and will become effective
immediately prior to Admission such that the investors who are
acquiring New Ordinary Shares through the Placing will be
Shareholders at the time of Admission. The Company will distribute
the proceeds of sale in due proportion to those Shareholders
entitled to a Fractional Entitlement following the pro rata
deduction of the costs associated with the Share Capital
Reorganisation and Placing on a share-by-share basis, amongst those
New Ordinary Shares that have been created as a consequence of the
aggregation of the Fractional Entitlements.
The New Ordinary Shares arising on implementation of the Share
Capital Reorganisation will have the same rights as the Existing
Ordinary Shares, including voting, dividend and other rights.
The entitlements to Existing Ordinary Shares of holders of
securities or instruments convertible into Ordinary Shares (such as
options or warrants) will not change as a result of the Share
Capital Reorganisation and both the number of options they will
hold over New Ordinary Shares and the exercise price of such
options will remain the same.
Proposed Placing
GetBusy today announces its intention to conduct a conditional
Placing of up to 4,444,444 New Ordinary Shares ("Placing Shares"),
being the maximum number of Fractional Entitlements expected to
arise on the Consolidation, to institutional investors at a Placing
Price of 45 pence per Placing Share to raise gross proceeds of up
to c. GBP2 million. The net proceeds raised in the Placing will be
distributed by the Company to those Shareholders entitled to a
Fractional Entitlement following the pro rata deduction of the
costs associated with the Share Capital Reorganisation and Placing
on a share-by-share basis, amongst those New Ordinary Shares that
have been created as a consequence of the aggregation of the
Fractional Entitlements, other than where the proceeds of sale
amount to GBP5.00 or less.
The Placing Shares will, when issued, rank pari passu in all
respects with the New Ordinary Shares. The Placing Shares will, on
Admission to AIM, represent up to approximately 9.2 per cent. of
the Company's issued share capital.
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement through an
accelerated bookbuild process (the "Bookbuild") which will be
launched immediately following release of this announcement (the
"Announcement"). Liberum is acting as sole bookrunner in connection
with the Placing.
The Placing Shares are not being made available to the public.
The Bookbuild will be closed at the discretion of Liberum and it is
envisaged this will be no later than 3.00 p.m. today, 18 December
2019. The Placing is not being underwritten.
As at the latest practicable date prior to the date of this
Announcement, the Company has calculated that Fractional
Entitlements equal to approximately 4,219,614 New Ordinary Shares
will be created as a result of the Consolidation, representing 8.7
per cent. of the New Ordinary Shares created as a result of the
Share Capital Reorganisation. The Company cannot, however, be
certain that between the date of this Announcement and the Record
Date market movements in the Ordinary Shares will not take place,
which might give rise to a lesser or greater number of Fractional
Entitlements as a result of the Consolidation.
Liberum has therefore sought to place (acting following
consultation with the Company and for the purposes of minimising
the risk that the number of Fractional Entitlements exceeds the
Placing Participations (as defined below)) 4,444,444 Ordinary
Shares, being Ordinary Shares representing 9.2 per cent. of the New
Ordinary Shares expected to be created as a result of the
Consolidation.
Consequently, Liberum reserves the right, in its sole and
absolute discretion, (following consultation with the Company), to
scale back applications in such amounts as it considers appropriate
and if Placing commitments to acquire and pay for Placing Shares
("Placing Participations") are received for more than the total
number of Placing Shares available following the General Meeting,
such Placing Participations shall be scaled back by Liberum
(following consultation with the Company), as it may in its
absolute discretion, determine. No assurance can be given that the
Placing Participations will be met in full, in part or at all.
Conversely, if extraordinary market movements occur which result
in additional New Ordinary Shares being created which exceed the
commitments secured via the Placing (which is considered to be
highly unlikely) such additional New Ordinary Shares would, at
Admission, be issued to Paul Haworth on trust pending their
subsequent sale in the market, at a price to be agreed and which
may not be comparable to the price achieved on the Placing. The net
proceeds raised in any subsequent sale will be distributed by the
Company to those Shareholders entitled to a Fractional Entitlement
following the pro rata deduction of the costs associated with the
Share Capital Reorganisation and the subsequent sale on a
share-by-share basis amongst the holders of those additional New
Ordinary Shares that have been created as a consequence of the
aggregation of the Fractional Entitlements, other than where the
proceeds of sale amount to GBP5.00 or less.
On Admission of the New Ordinary Shares, the Company's issued
share capital shall comprise 48,400,000 Ordinary Shares.
Accordingly, the number of 48,400,000 Ordinary Shares can be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The obligations of Liberum under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) the Company having complied with all obligations under the
Placing Agreement and satisfied all of the conditions to be
fulfilled by it;
(b) publication of announcement obligations (including with
respect to this Announcement); and
(c) the General Meeting having been duly convened and held and
each of the Resolutions having duly passed by the requisite
majority.
Liberum may, acting in its sole discretion and upon such terms
as it thinks fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver
will not affect the Placees' commitments as set out in this
Announcement.
Incentive Plans
The Company's existing equity incentive scheme was implemented
when the Shares were first admitted to trading on AIM. There are
eight current participants, including Daniel Rabie, Paul Haworth
and Ben Oliver (collectively the "Executives"). The scheme is a
simple nil-cost option scheme that vests in three tranches on the
third, fourth and fifth anniversary of the date of grant and has a
mixture of personal and share price growth performance criteria.
The potential dilution from the existing options is 12%. The
existing options start to vest in August 2020, conditional on a
share price of 37.7 pence, which is 10.3 pence below the closing
mid-market price on 17 December 2019.
The number of options, performance measurement dates and share
price performance criteria in relation to the existing incentive
scheme, are set out below:
Performance Share price Daniel Rabie Paul Haworth Ben Oliver
measurement performance (CEO) (CFO) (CTO)
date condition
3 August 2020 37.7p 1,570,727 612,000 488,669
------------- ------------- ------------- -----------
3 August 2021 41.4p 305,419 119,000 95,019
------------- ------------- ------------- -----------
3 August 2022 45.6p 305,419 119,000 95,019
------------- ------------- ------------- -----------
3 August 2022 84.9p 436,313 170,000 135,741
------------- ------------- ------------- -----------
The Company's Remuneration Committee believes there are a number
of challenges with the structure and / or quantum of the existing
incentive arrangements that should be addressed:
-- the equity incentive plan is limited to a small pool of
individuals. There are other members of staff that the executive
management team considers to be strategically important to the
long-term success of the business. The Board would like to be in a
position to equity-incentivise those individuals and any others
that join the Group;
-- under the existing equity incentive scheme, around 47% of any
shares issued would need to be sold by most participants to pay tax
as no tax-efficiency is built into the scheme; and
-- partly due to the tax position, the net value delivered to
executive participants of the equity incentive scheme is relatively
modest even in the event of significant value creation. The Board
considers this to be a limiting factor in the effectiveness of the
incentive arrangements.
Accordingly, the Company believes it is in shareholders'
interests to implement new incentive arrangements, consisting of
the EMI Share Option Plan and the Value Creation Plan, for the
purposes of incentivising key members of staff including the
executive management team. A summary of the rules of the EMI Share
Option Plan and the Value Creation Plan will be included in the
appendix to the Circular.
The Executives have agreed to forfeit their existing equity
incentives, which have a combined current market value of
approximately GBP2.1m (based on the closing mid-market share price
of 48 pence on 17 December 2019, being the last practicable date
prior to this Announcement and if all performance conditions were
met), if the Incentive Plans are approved and adopted. Existing
options over 1,105,316 Ordinary Shares related to other staff will
remain in place if the resolutions are passed.
The EMI Share Option Plan is a nil cost option plan that vests
over a 3 period with a share price performance condition at the end
of the 3 year period of 46.0p. The Value Creation Plan rewards
share price performance above 46.0p over a 4 year period by sharing
a varying proportion of incremental value created with the
executives. This proportion starts at 3.5% of incremental value
created at a price of 46.0p and increases linearly to 8.75% of
value created at a price of 100.0p.
The table below shows the maximum potential options that may
vest to the Executives under the EMI Share Option Plan and Value
Creation Plan:
Daniel Rabie Paul Haworth Ben Oliver
EMI Share Option
Plan 2,196,428 892,857 892,857
------------- ------------- -----------
Value Creation
Plan 1,828,094 522,313 261,156
------------- ------------- -----------
Total 4,024,522 1,415,170 1,154,013
------------- ------------- -----------
It is the opinion of the Company's Remuneration Committee that
these revised proposals better align the long-term interests of all
stakeholders in the business. The proposals better protect
Shareholders' downside by raising the hurdle for management equity
participation and providing clear caps on potential dilution.
Management will forego very significant existing equity incentives,
which would otherwise start to vest in less than eight months, for
a replacement scheme that incentivises significant long-term value
creation. Management are rewarded significantly only when
shareholders have seen a substantial return.
The Company's Remuneration Committee consulted the Company's
largest institutional shareholders before settling the terms of and
thresholds in relation to the Incentive Plans.
Given the potential size of the equity awards under the new
Incentive Plans, entry into the new Incentive Plans constitutes a
related party transaction as a result of the operation of AIM Rule
13 of the AIM Rules.
Daniel Rabie and Paul Haworth, by virtue of being directors of
the Company, and Benjamin Oliver, by virtue of being a director of
GetBusy UK Limited (a wholly owned subsidiary of the Company) are
each considered to be a related party of the Company and each of
their individual participations in the new Incentive Plans is
considered a 'related party transaction' under the AIM Rules for
Companies.
The Directors (with the exception of Daniel Rabie and Paul
Haworth who are participating in the new Incentive Plans) consider,
having consulted with Liberum, that the terms of the new Incentive
Plans and the participation in the new Incentive Plans are fair and
reasonable insofar as the Shareholders are concerned.
Share Subscriptions by Daniel Rabie
The Board supports the principle of executive management
acquiring personally meaningful shareholdings in order to align the
long-term interests of management and shareholders. Paul Haworth
has acquired Shares periodically during his tenure. Daniel Rabie,
however, is currently restricted from making market purchases of
additional Shares as he is a member of a Concert Party and is
therefore constrained by the "Mandatory Bid" provisions of Rule 9
of the Takeover Code.
In addition to the Incentive Plans, the Board (with the
exception of Daniel Rabie) has therefore recommended that Daniel
Rabie be afforded the opportunity to subscribe for, in several
future tranches, additional New Ordinary Shares at the then
prevailing market value for such shares up to a maximum number of
500,000 New Ordinary Shares in aggregate.
Immediately following the completion of the Share Capital
Reorganisation, the Company will have 48,400,000 Ordinary Shares in
issue and Daniel Rabie will hold 1,070,000 Ordinary Shares
(excluding any interest in the Share Subscriptions or share
options). At such time the aggregate Share Subscriptions, if
subscribed in full, would represent approximately 1.03 per cent. of
the enlarged issued share capital of the Company and approximately
31.85 per cent. of Daniel Rabie's enlarged holding of Ordinary
Shares in the Company.
The recommendation of the Board (with the exception of Daniel
Rabie) to approve the Share Subscriptions is as a result of the
Directors' belief that investors generally see benefit in a
company's executive management demonstrating their commitment to
the company by developing their personal shareholdings in the
company.
Waiver of the obligation to make a mandatory offer under Rule 9
of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires an
interest (as defined under the Takeover Code) in shares which,
taken together with shares in which he is already interested and in
which persons acting in concert with him are interested, carry 30
per cent. or more of the voting rights of a company, is normally
required by the Panel to make a general offer in cash to the
shareholders of that company to acquire the balance of the shares
not held by such person or group of persons acting in concert at
not less than the highest price paid by him or any persons acting
in concert with him for any such shares within the 12 months prior
to the announcement of the offer.
In addition, Rule 9 provides that when any person, together with
any persons acting in concert with him, is interested in shares
which in aggregate carry 30 per cent. or more of the voting rights
of a company, but does not hold shares carrying more than 50 per
cent. of such voting rights, and such person, or any such person
acting in concert with him, acquires an interest in any other
shares which increases the percentage of shares carrying voting
rights, that person, together with any persons acting in concert
with him, is normally required by the Panel to make a general offer
in cash to the shareholders of that company to acquire the balance
of the shares not held by such person or group of persons acting in
concert at not less than the highest price paid by him or any
persons acting in concert with him for any such shares within the
12 months prior to the announcement of the offer.
For the purposes of the Takeover Code, a concert party arises
where persons acting in concert pursuant to an agreement or
understanding (whether formal or informal) co-operate to obtain or
consolidate control of a company or to frustrate the successful
outcome of an offer for a company. Control means an interest, or
interests, in shares carrying in aggregate 30 per cent. or more of
the voting rights of the company, irrespective of whether such
interest or interests give de facto control.
Prior to the admission of the Shares to trading on AIM, the
Panel determined that Daniel Rabie, Clive Rabie, Greg Wilkinson and
the Trust were considered to be acting in concert for the purposes
of the Takeover Code. As at today's date, the Concert Party holds
in aggregate 14,034,643 Ordinary Shares, representing approximately
29 per cent. of the voting rights in the Company.
Upon completion of the Share Capital Reorganisation and
implementation of the Incentive Plans and the Share Subscriptions,
it is possible that the Concert Party could hold, in aggregate, up
to 18,559,165 New Ordinary Shares. This assumes that Daniel Rabie
becomes entitled to and exercises in full the options that are
proposed to be granted to him pursuant to the Incentive Plans and
that he subscribes for the maximum number of New Ordinary Shares
pursuant to the Share Subscriptions. Furthermore, assuming that no
further New Ordinary Shares are issued and no other rights over
options under the Incentive Plans are granted, vest and are
exercised, this could result in the Concert Party having an
interest in Shares equal to approximately 35.1 per cent. of the
ordinary shares in the Company, being approximately 6.1 per cent.
more than the approximately 29 per cent. currently held.
Consequently, the further acquisition of New Ordinary Shares by
Daniel Rabie pursuant to either the grant, vesting and exercise of
options under the Incentive Plans or the acquisition of New
Ordinary Shares pursuant to the Share Subscriptions could result in
the Concert Party being interested in Shares carrying 30 per cent.
or more of the voting rights in the Company. The Concert Party
would then normally be obliged to make a general offer, pursuant to
Rule 9 of the Takeover Code (as detailed above), to all other
Shareholders to acquire their New Ordinary Shares.
However, in this instance the Panel has agreed to waive the
obligation to make a general offer that would otherwise arise in
these circumstances subject to the approval of the Independent
Shareholders on a poll at the General Meeting, which will be sought
pursuant to the Whitewash Resolutions. To be passed, the Whitewash
Resolutions will require the approval of a simple majority of votes
cast on that poll. Only Independent Shareholders will be entitled
to vote on the Whitewash Resolutions.
The Concert Party has confirmed that, if the Whitewash
Resolutions are passed by the Independent Shareholders on a poll,
there is, at the date of the Circular, no agreement, arrangement or
understanding for the transfer of their Ordinary Shares to any
third party.
The Concert Party has also confirmed it is not intending to seek
any changes in respect of: (i) the composition of the Board, the
continued employment of employees and management of the Company and
its subsidiaries (including any material change in conditions of
employment or in the balance of the skills and functions of the
employees and management); (ii) the Company's future business
including any research and development functions; (iii) its
strategic plans, the location of the Company's places of business
including the location of the Company's headquarters and
headquarters functions; (iv) employer contributions into any of the
Company's pension schemes, the accrual of benefits for existing
members, nor the admission of new members; (v) redeployment of the
Company's fixed assets; or (vi) the continuation of the Ordinary
Shares being admitted to trading on AIM.
In the event that the Rule 9 Waivers are passed by the
Independent Shareholders at the General Meeting, the Concert Party
will not be restricted from making an offer for the remaining
shares in the capital of the Company that they do not currently
own, should they wish to do so. Shareholders should note that the
Concert Party has no intention to make such an offer.
The Concert Party has not taken part in any decision of the
Independent Directors relating to the Proposals. The members of the
Concert Party may not vote on the Whitewash Resolutions and each
member of the Concert Party has confirmed it will not vote on the
Whitewash Resolutions.
Current trading
Following a strong first half, sustained growth in recurring
revenue across the Group in H2, and the excellent revenue
visibility afforded by the Group's business model, the Board is
highly confident that revenue for the full year will be in line
with previously upgraded market expectations.
In the 10 months to 31 October 2019 on a constant currency
basis, Virtual Cabinet's recurring revenue was 16 per cent. ahead
of the same period last year, consistent with the H1 rate.
SmartVault recurring revenue had accelerated to 24 per cent. growth
on a constant currency basis, driven by a combination of new
customer acquisition and improved monetisation of the installed
base. Continued operational leverage is expected to lead to Virtual
Cabinet's adjusted profit margin moving above 40 per cent., up from
37.5 per cent. in H1, and the adjusted profit margin for the
combined document management group is expected to increase from 18
per cent. in H1 to around 20 per cent. for the full year, despite
ongoing and increasing investment in SmartVault product and
customer acquisition.
The Group continues to release new versions of the GetBusy
product approximately every fortnight, with enhancements to its
feature set and user experience. The Board is encouraged that the
GetBusy product has attracted its first paying users in early Q4.
The Group's focus moving into 2020 is to prove the extent to which
it is a scalable product.
At 31 October 2019, the Group's cash was GBP1.9m, consistent
with 30 June, which reflects a number of profitable months early in
H2. The Group has, however, now started to make the additional
investments in SmartVault sales, marketing and development
capability, which were announced in July 2019, to support its
scale-up in the US and UK. Consequently, the Board expects the 2019
adjusted loss to be consistent with the market expectation of
GBP(0.6)m.
Given the Company has provided this trading update close to its
year-end, no further scheduled update will be provided before the
announcement of the Company's full-year results in March 2020.
Recommendations
Your attention is drawn to the letter from the chairman of the
Company that will be set out in the Circular and which will
contain, amongst other things, the Directors' unanimous
recommendation to Shareholders to vote in favour of Resolutions 1
and 2, relating to the Share Capital Reorganisation. The Directors
consider that the Share Capital Reorganisation and the adoption of
the Incentive Plans is in the best interests of Shareholders as a
whole. The Non-Executive Directors, who are not eligible to
participate in the Incentive Plans, further recommend that
Shareholders vote in favour of Resolution 3, relating to the
Incentive Plans.
The Directors intend to vote in favour of Resolutions 1, 2 and 3
in respect of their own shareholdings, which, at the date of this
Announcement, in aggregate total 13,908,769 Existing Ordinary
Shares representing approximately 28.7 per cent. of the Existing
Ordinary Shares.
The Independent Directors, who have been so advised by Liberum,
consider that the Rule 9 Waivers are fair and reasonable and in the
best interests of the Independent Shareholders and the Company as a
whole. In providing advice to the Independent Directors, Liberum
has taken into account the Independent Directors' commercial
assessments. The Independent Directors therefore unanimously
recommend that the Independent Shareholders vote in favour of
Resolutions 4 and 5, as they intend to do in respect of their own
beneficial holdings, representing approximately 0.12 per cent. of
the Existing Ordinary Shares (discounting those Existing Ordinary
Shares beneficially held by members of the Concert Party).
Expected timetable of principal events
Publication date of the Circular 19 December 2019
Additional Ordinary Shares issued and admitted 27 December 2019
to trading on AIM
Latest time and date for receipt of Forms 10:00 a.m. on 3
of Proxy January 2020
General Meeting 10:00 a.m. on 7
January 2020
Results of General Meeting announced through 7 January 2020
RNS
Record Date 6:00 p.m. on 7 January
2020
Admission and dealings in New Ordinary Shares 8:00 a.m. on 8 January
expected to commence on AIM 2020
CREST accounts credited with New Ordinary 8 January 2020
Shares
Anticipated date of dispatch of definitive Within 10 Business
share certificates in respect of New Ordinary Days of Admission
Shares
Anticipated date of dispatch of cheques following Within 10 Business
sale and purchase of Fractional Entitlements Days of Admission
Key statistics
Conversion ratio of Ordinary 5,000 Ordinary Shares to one
Shares to Consolidated Ordinary Consolidated Ordinary Share
Shares
Number of Existing Ordinary Shares 48,399,614
Number of Ordinary Shares expected
to be in issue immediately prior
to the General Meeting 48,400,000
Expected Number of Consolidated
Ordinary Shares expected to be
in issue immediately following
the Consolidation 9,680
Expected Number of New Ordinary Up to 4,444,444
Shares representing Fractional
Entitlements to be sold pursuant
to the Placing
Expected Number of New Ordinary
Shares in issue immediately following
the implementation of the Proposals 48,400,000
Nominal share value following 0.15 pence
the implementation of the Proposals
Proposed new ISIN GB00BG0TSD71
The person responsible for making this announcement on behalf of
the Company is Paul Haworth.
For further information please contact:
GetBusy plc
Daniel Rabie (Chief Executive Officer) investors@getbusy.com
Paul Haworth (Chief Financial Officer)
Liberum (Nomad and Broker)
Bidhi Bhoma / Cameron Duncan / Louis
Davies +44 (0)20 3100 2000
About GetBusy
GetBusy is a global document management and communication
software business that provides highly secure forms of digital
document distribution, workflows and client chat. 1.5 million users
are now registered to share information through GetBusy's
award-winning online client portals.
Further information on the Group is available at
www.getbusy.com/about/investors
Further information on the Placing and Admission is included in
the section headed 'Additional Information' above. Attention is
also drawn to the section headed 'Important Information' of this
Announcement and the terms and conditions of the Placing
(representing important information for Placees only) in the
Appendix to this Announcement.
IMPORTANT INFORMATION
This announcement is released by GetBusy plc and contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the Placing as described above, and is disclosed in accordance
with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Paul Haworth, CFO.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Liberum or by any of their respective Affiliates as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Liberum
This Announcement, including the Appendix and the information
contained herein, is for information purposes only. This
Announcement does not constitute, or form part of, a prospectus
relating to the Company, nor does it constitute or contain any
invitation or offer to any person, or any public offer, to
subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the New Ordinary Shares
have not been, and will not be, registered under the Securities Act
or qualified for sale under the laws of any state of the United
States or under the applicable laws of any of Canada, Australia,
New Zealand, the Republic of South Africa, or Japan and, subject to
certain exceptions, may not be offered or sold in the United States
or to, or for the account or benefit of, US persons (as such term
is defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, New Zealand,
the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or Liberum that would permit
an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Liberum to inform themselves about, and
to observe, such restrictions. In particular, this Announcement may
not be distributed, directly or indirectly, in or into the United
States, Canada, the Republic of South Africa or Japan. Overseas
shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward the Announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
Members of the public are not eligible to take part in the
Placing. this Announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area ("EEA") who are qualified investors as defined in
section 86(7) of FSMA ("Qualified Investors"), being persons
falling within the meaning of article 2(e) of Regulation (EU)
2017/1129 ("Prospectus Regulation"); (b) in the United Kingdom,
Qualified Investors who are persons who (i) fall within article
19(5) of the Financial Services And Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order"); (ii) fall
within article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc) of the Financial Promotion Order;
or (iii) are persons to whom it may otherwise be lawfully
communicated; and (c) persons who have otherwise been lawfully
invited to participate in the Placing by Liberum Capital Limited
(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.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules.
No statement in this Announcement is intended to be a profit
forecast 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.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting as nominated adviser and broker to the
Company in connection with the Placing. Liberum will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Liberum or for providing advice
to any other person in connection with the Placing or any
acquisition of shares in the Company. Liberum is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Liberum has not authorised the contents of,
or any part of, this Announcement, and no liability whatsoever is
accepted by Liberum for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
APPIX
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH
INCLUDES ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT,
INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY AND THE
COMPANY'S BUSINESS' FINANCIAL POSITION, BUSINESS STRATEGY, PLANS
AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, OR ANY
STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS
"TARGETS", "BELIEVES", "EXPECTS", "AIMS", "INTS", "WILL", "MAY",
"ANTICIPATES", "WOULD", "COULD" OR SIMILAR EXPRESSIONS OR NEGATIVES
THEREOF. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE
COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OF THE COMPANY OR THE COMPANY'S BUSINESS TO BE
MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS
ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE BUSINESS
STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY AND THE
COMPANY'S BUSINESS WILL OPERATE IN THE FUTURE. AS A RESULT,
PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING
STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO
REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE
DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS
TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY
CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY
CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH
STATEMENTS ARE BASED UNLESS REQUIRED TO DO SO BY APPLICABLE LAW OR
THE AIM RULES. NO STATEMENT IN THIS ANNOUNCEMENT IS INTED TO BE A
PROFIT FORECAST 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.
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT"), 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, CANADA, JAPAN, HONG KONG,
SINGAPORE, REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF
FSMA ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 ("PROSPECTUS
REGULATION"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"FINANCIAL PROMOTION ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE FINANCIAL PROMOTION ORDER; OR (III) ARE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED; AND (C) PERSONS WHO HAVE
OTHERWISE BEEN LAWFULLY INVITED TO PARTICIPATE IN THE PLACING BY
LIBERUM CAPITAL LIMITED (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.
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. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND
IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1993, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS IN RELATION TO ANY PURCHASE OF
PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF
IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by any of the Company, Liberum Capital
Limited ("Liberum"), or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required.
This Announcement or any part of it 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,
Japan, Hong Kong, Singapore, Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction. All offers of the Placing Shares will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus, in the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of FSMA does not apply.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or Liberum or any of their
respective affiliates or affiliates (within the meaning of Rule 405
under the Securities Act ("SEC Affiliate")) or any of such persons'
directors, officers or employees or any other person as to the
accuracy, completeness or fairness of the information or opinions
contained in this Announcement and no liability whatsoever is
accepted by the Company, Liberum, or any of such persons'
affiliates, SEC Affiliates, directors, officers or employees or any
other person for any loss howsoever arising, directly or
indirectly, from any use of such information or opinions or
otherwise arising in connection therewith.
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,
Hong Kong or Singapore in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan, Hong Kong,
Singapore or the Republic of South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan or the Republic
of South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
No admission document or prospectus
No admission document or prospectus or other offering document
has been or will be submitted to be approved by the FCA or
submitted to the London Stock Exchange in relation to the Placing
or the Placing Shares and Placees' commitments will be made solely
on the basis of the information contained in this Announcement and
any information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies ("AIM Rules"))
by or on behalf of the Company on or prior to Admission ("Publicly
Available Information") and subject to any further terms set forth
in any form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of any
of Liberum (the Company's nominated adviser and broker to the
Placing), the Company or any other person, and none of Liberum, the
Company nor any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
1. Details of the Placing
Liberum today entered into an agreement with the Company in
connection with the Placing ("Placing Agreement").
Pursuant to the Placing Agreement and subject to the terms and
conditions set out in the Placing Agreement, Liberum, as agent for
and on behalf of the Company, has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares at a placing
price of 45 pence ("Placing Price") per Placing Share. The Placing
is not being underwritten by Liberum. The Placing Shares, being the
New Ordinary Shares which have arisen on implementation of the
Share Capital Reorganisation, will be subject to the Articles, will
be fully paid and will rank pari passu in all respects with the
existing Ordinary Shares in the capital of the Company and will
have the same rights as the existing Ordinary Shares, including
voting, dividend and other rights.
2. Application for Admission
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. Except as
otherwise set forth herein, it is anticipated that dealings in the
Placing Shares will commence on AIM at 8.00 a.m. on 8 January 2020
and that Admission will become effective on that date. The Placing
Shares will not be admitted to trading on any stock exchange other
than AIM.
3. Participation in, and principal terms of, the Placing
Each Placee will be deemed to have read this Announcement in its
entirety.
Liberum is acting as nominated adviser and broker to the Placing
as agent and for and on behalf of the Company. Liberum is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the Placing and, to the fullest extent permitted by law and
applicable FCA rules, neither Liberum nor any of its affiliates
will have any liability to Placees or to any person other than the
Company in respect of the Placing.
Participation in the Placing is only available to persons who
are invited to participate by Liberum.
Each person that is invited to and which confirms its agreement
(whether orally or in writing) to Liberum to acquire Placing Shares
under the Placing (the "Placee") will be deemed to have read,
understood and accepted the terms of this Announcement in its
entirety, to be participating, making an order and acquiring
Placing Shares on the terms and conditions contained in this
Appendix and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Liberum (as agent for the Company) and
the Company, to pay Liberum (or as it may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company
has agreed to sell and transfer to that Placee.
Liberum may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as it may, in its absolute discretion, see fit
and/or may require such Placee to execute a separate placing letter
or contract note.
Upon being notified (either orally or in writing which includes
by way of email) of the Placing Price and its allocation of Placing
Shares in the Placing, such a notification will constitute an
irrevocable legally binding commitment upon that Placee to acquire
and pay for the number of Placing Shares allocated to them at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Articles ("Placing Participation"). Such
notification by Liberum will also confirm the aggregate amount owed
by such Placee to Liberum, as well as settlement instructions. To
the fullest extent permitted by law, upon being notified, the
Placee will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such commitment.
Dealing may not begin before any notification is made.
The Placing Price is a fixed price of 45 pence per Placing
Share.
Liberum reserves the right, in its sole and absolute discretion,
(following consultation with the Company), to scale back
applications in such amounts as it considers appropriate and if
Placing Participations are received for more than the total number
of Placing Shares available following the General Meeting, such
Placing Participations shall be scaled back by Liberum (following
consultation with the Company), as it may in its absolute
discretion, determine. No assurance can be given that the Placing
Participations will be met in full, in part or at all.
Each of Liberum and the Company also reserves the right to
decline, in whole or in part, any application for Placing Shares
pursuant to the Placing. Accordingly, applicants for Placing Shares
may, in certain circumstances, not be sold the number of Placing
Shares for which they have applied.
4. Conditions of and termination of the Placing
Each Placee's Placing Participation is in all respects
conditional upon:
(a) the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms;
and
(b) Admission having become effective by 22 January 2020 or such
later time and/or date as the Company and Liberum agree.
Pursuant to the Placing Agreement, Liberum has agreed, on behalf
of and as agent for the Company, to use its reasonable endeavours
to procure placees for the Placing Shares at the Placing Price,
subject to the terms and conditions set out in the Placing
Agreement. For the avoidance of doubt, the Placing will not be
underwritten by Liberum or any other person and no commissions are
payable to a Placee or by a Placee in respect of their Placing
Participation.
The obligations of Liberum under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(c) the Company having complied with all obligations under the
Placing Agreement and satisfied all of the conditions to be
fulfilled by it;
(d) publication of announcement obligations (including with
respect to this Announcement); and
(e) the General Meeting having been duly convened and held and
each of the Resolutions having duly passed by the requisite
majority.
Liberum may, acting in its sole discretion and upon such terms
as it thinks fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver
will not affect the Placees' commitments as set out in this
Announcement.
The Placing Agreement contains certain warranties from the
Company and certain indemnities given by the Company for the
benefit of Liberum. Liberum may, in its sole discretion, terminate
the Placing Agreement if prior to Admission, inter alia, a force
majeure event occurs, there is a material breach of any of the
warranties or undertakings or any fact or circumstance arises which
causes a warranty to become untrue or inaccurate in any material
respect or misleading or the Company fails to comply with its
obligations under the Placing Agreement in any material
respect.
The exercise by Liberum of any right of termination or any right
of waiver exercisable by them it contained in the Placing Agreement
or the exercise of any discretion set out herein is within the
absolute discretion of Liberum in accordance with the terms of the
Placing Agreement acting in good faith and Liberum will not have
any liability to any Placee whatsoever in connection with any
decision to exercise or not exercise any such rights and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Liberum.
By accepting the Placing Shares, each Placee agrees that Liberum
without having any liability to it, may, in its absolute
discretion, exercise the right, (i) to extend the time for
fulfilment of any of the conditions in the Placing Agreement
(provided that the Placee's commitment is not extended beyond 22
January 2020), (ii) to waive, in whole or in part, fulfilment of
certain of the conditions; or (iii) to terminate the Placing
Agreement, in each case without consulting such Placee.
If: (a) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived); (b) the Placing Agreement
is terminated; or (c) the Placing Agreement does not otherwise
become unconditional in all respects, the Placing will not proceed
and all funds delivered by a Placee to Liberum will be returned to
such Placee at their risk without interest, their rights and
obligations hereunder shall cease and determine at such time and no
claim shall be made by such Placee in respect thereof. None of the
Company, the Directors, or Liberum owes any fiduciary duty to any
Placee in respect of the warranties, undertakings or indemnities in
the Placing Agreement.
5. Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to take
place in respect of the Placing Shares on 8 January 2020 and
Admission is expected to occur no later than 8 a.m. on 8 January
2020 unless otherwise notified by Liberum.
Settlement will be on a delivery versus payment basis. The
Company will deliver the Placing Shares to a CREST account operated
by Liberum as agent for the Company and Liberum will enter its
delivery (DEL) instruction into the CREST system. Liberum will hold
any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and Liberum may agree that the Placing Shares should be delivered
in certificated form. Liberum reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed as directed by
Liberum in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Liberum.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Liberum.
Each Placee agrees that, if it does not comply with these
obligations, Liberum may sell, charge by way of security (to any
funder of it) or otherwise deal with any or all of their Placing
Shares on their behalf and retain from the proceeds, for Liberum's
own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due and any costs and expenses
properly incurred by Liberum as a result of the Placee's failure to
comply with its obligations. The relevant Placee will, however,
remain liable and shall indemnify Liberum on demand for any
shortfall below the amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of their Placing Shares on their
behalf. Legal and/or beneficial title in and to any Placing Shares
shall not pass to the relevant Placee until such time as it has
fully complied with its obligations hereunder. By communicating a
bid for Placing Shares, each Placee confers on Liberum all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Liberum 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 form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
6. Selling and Transfer Restrictions
6.1 In relation to each member state of the European Economic
Area ("Member State"), no Placing Shares have been offered or will
be offered pursuant to the Placing to the public in that Member
State, except that offers of Placing Shares may be made to the
public in that Member State at any time under the following
exemptions under the Prospectus Regulation: (a) to any legal entity
which is a "qualified investor" as defined under the Prospectus
Regulation; (b) to fewer than 150 natural or legal persons (other
than "qualified investors" as defined under the Prospectus
Regulation); or (c) in any other circumstances falling within
Article 1(4) of the Prospectus Regulation, provided that no such
offer of Placing Shares shall result in a requirement for the
publication of a prospectus pursuant to Article 3 of the Prospectus
Regulation and each person who initially acquires any Placing
Shares or to whom any offer is made under the Placing will be
deemed to have represented, acknowledged and agreed that it is a
"qualified investor" within the meaning of Article 2(e) of the
Prospectus Regulation.
6.2 The expression an "offer of any shares to the public" in
relation to any Placing Shares in any Member State means a
communication to persons in any form and by any means presenting
sufficient information on the terms of the offer and the Placing
Shares to be offered, so as to enable a Placee to decide to acquire
any Placing Shares.
6.3 In the case of any Placing Shares being offered to a
financial intermediary as that term is used in Article 5(1) of the
Prospectus Regulation, such financial intermediary will also be
deemed to have represented, acknowledged and agreed that the
Placing Shares acquired by it in the Placing have not been acquired
on a non-discretionary basis on behalf of, nor have they been
acquired with a view to their offer or resale to persons in
circumstances which may give rise to an offer of any Placing Shares
to the public other than their offer or resale in a Member State to
"qualified investors" as so defined or in circumstances in which
the prior consent of Liberum has been obtained to each such
proposed offer or resale.
6.4 The Company, Liberum and their respective affiliates, and
others will rely upon the truth and accuracy of the foregoing
representations, acknowledgements and agreements. Notwithstanding
the above, a person who is not a "qualified investor" and who has
notified Liberum of such fact in writing may, with the prior
consent of Liberum, be permitted to acquire Placing Shares in the
Placing.
6.5 The Placing Shares have not been and will not be registered
under the Securities Act, or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred, directly or
indirectly, in the United States except pursuant to an exemption
from 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 sold outside of the United States in reliance on Regulation
S.
7. Representations and Warranties
By agreeing to acquire Placing Shares, each Placee that confirms
their agreement to acquire Placing Shares will (for itself and any
person(s) procured by it to acquire Placing Shares and any
nominee(s) for any such person(s)) be deemed to irrevocably agree,
undertake, represent, warrant and acknowledge to each of the
Company, the Registrar, Liberum that:
7.1 the exercise by Liberum of any rights or discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and Liberum need not have any reference to a Placee and
shall have no liability to a Placee whatsoever in connection with
any decision to exercise or not to exercise any such right. Each
Placee agrees that it has no rights against any of Liberum, the
Company or any of their respective directors and employees under
the Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999;
7.2 in agreeing to acquire Placing Shares under the Placing, it
is relying solely on this Announcement and any Publicly Available
Information and not on any other information given, or
representation or statement made at any time (including, without
limitation, the roadshow presentation prepared by the Company or
research by any party containing information about the Company), by
any person concerning the Company, the Placing Shares, the Placing
or Admission. It agrees that it has neither received nor relied on
any other information given or representations, warranties or
statements made by Liberum, or the Company and neither Liberum nor
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. It irrevocably
and unconditionally waives any rights it may have in respect of any
other information, representation or statements and acknowledges
that none of Liberum, the Company nor any of their respective
affiliates, directors, officers, agents or employees has made any
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information, and
that each of them expressly disclaims any liability in respect
thereof;
7.3 it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and the Board and
that none of Liberum, nor any person acting on its behalf nor any
of its affiliates makes any representation, express or implied, nor
accepts any responsibility whatsoever for the contents of this
Announcement nor for any information, representation or statement
made or purported to be made by them or on its or their behalf in
connection with the Company, the Placing Shares, the Placing or
Admission;
7.4 it will indemnify on an after-tax basis and hold harmless
the Company, Liberum and their respective affiliates and any person
acting on their behalf from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix;
7.5 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire Placing
Shares under the Placing, it undertakes, represents and warrants
that it is a person to whom the Placing Shares may be lawfully
offered under that other jurisdiction's laws and regulations, has
complied with all such laws, obtained all governmental and other
consents which may be required, complied with all requisite
formalities and paid any transfer or other taxes due in connection
with its application in any territory and that it has not taken any
action or omitted to take any action which will result in the
Company, Liberum or any of their respective affiliates or any of
their respective officers, agents, employees or affiliates acting
in breach of the regulatory or legal requirements, directly or
indirectly, of any territory or jurisdiction outside the United
Kingdom in connection with the Placing;
7.6 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a nondiscretionary basis for any such person;
7.7 it is liable for any capital duty, stamp duty, stamp duty
reserve tax and all other stamp, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by it or any other person on the acquisition by it
of any Placing Shares or the agreement by it to acquire any Placing
Shares;
7.8 it agrees that, having had the opportunity to read this
Announcement, it shall be deemed to have had notice of all
information, undertakings, representations and warranties contained
in this Announcement, that it is acquiring Placing Shares solely on
the basis of this Announcement and the Publicly Available
Information and no other information and that in accepting a
participation in the Placing it has had access to all information
it believes necessary or appropriate in connection with its
decision to acquire Placing Shares and has relied upon its own
investigation of the business, financial or other position of the
Company in deciding whether to participate in the Placing;
7.9 it has carefully read and understands this Announcement in
its entirety and acknowledges that it is acquiring Placing Shares
on the terms, and subject to the conditions, set out in this
Appendix and the Articles as in force at the date of Admission, and
that such agreement is legally binding and irrevocable, and is not
capable of termination or rescission in any circumstances save for
fraud, whether concluded by telephone or otherwise. Such Placee
agrees that the terms and conditions set out in this Appendix
represent the whole and only agreement between the Placee, Liberum,
and the Company in relation to the Placee's participation in the
Placing and supersede any previous agreement between any of such
parties in relation to such participation. Accordingly, all other
terms, conditions, representations, warranties and other statements
which would otherwise be implied (by law or otherwise) shall not
form part of these terms and conditions. Such Placee agrees that
none of the Company, Liberum, nor any of their respective officers
or directors will have any liability for any such other information
or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
7.10 it understands that no offering document, admission
document or prospectus has been prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing;
7.11 it acknowledges that this Announcement has not been
approved by Liberum in its capacity as an authorised person under
section 21 FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
7.12 that, save in the event of fraud on the part of Liberum,
none of Liberum, its ultimate holding companies nor any direct or
indirect subsidiary undertakings or affiliates of such holding
companies, nor any of its directors, officers and employees shall
be responsible or liable to a Placee or any of its clients for any
matter arising out of Liberum's role whether as nominated adviser
or broker, or otherwise in connection with the Placing and that
where any such responsibility or liability nevertheless arises as a
matter of law, the Placee and, if relevant, its clients, will, to
the fullest extent permitted by law, immediately waive any claim
against any of such persons which the Placee or any of its clients
may have in respect thereof;
7.13 it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained in this Announcement and, if given or made,
any information or representation must not be relied upon as having
been authorised by Liberum or the Company;
7.14 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
7.15 it has such knowledge, sophistication and experience in
financial and business matters that it is capable of evaluating the
merits and risks of its acquisition of the Placing Shares and it is
able to bear the economic risk and financial risk (including
sustaining a complete loss) of the acquisition of such Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing;
7.16 it has investigated independently and made its own
assessment and satisfied itself concerning the relevant tax, legal,
currency and other economic considerations relevant to its
investment in the Placing Shares, including any federal, state and
local tax consequences, affecting it in connection with its
purchase and any subsequent disposal of the Placing Shares;
7.17 it is duly incorporated and validly existing under the laws
of its jurisdiction of incorporation;
7.18 it has all necessary capacity, it is acting in accordance
with the power under its constitutional documents and has obtained
all necessary consents and authorities (including, without
limitation, all relevant members' resolutions) to acquire and pay
for the Placing Shares comprised in the manner proposed and to
enter into and perform its obligations pursuant to the terms and
conditions set out in this Appendix, and there are no governmental
or regulatory consents or other third party approvals,
authorisations or orders required in order for it to acquire and
pay for the Placing Shares in the manner proposed and to enter into
and perform its obligations pursuant to the terms and conditions in
this Appendix that have not been or will not prior to Admission
have been obtained;
7.19 the agreement to acquire the Placing Shares and payment
therefore will comply with and will not violate any agreements to
which it is a party or by which it or any of its properties or
assets is bound and which is material to its participation and its
obligations in respect thereof and will constitute its valid and
legally binding agreement and it has the funds available to make
payment for the full amount in respect of the Placing Shares as and
when due;
7.20 it accepts and acknowledges that: (i) the Placing Shares
have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold,
transferred or delivered directly or indirectly in or into the
United States except pursuant to an effective registration
statement under the Securities Act or an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and any applicable state securities laws; (ii) no
representation has been made as to the availability of any
exemption under the Securities Act for the reoffer, resale,
transfer or delivery of the Placing Shares; (iii) the Company has
not filed a prospectus or similar document with any applicable
securities regulatory authority of any province or territory of
Canada, no document in relation to the Placing has been or will be
lodged with, or registered by, the Australian Securities and
Investments Commission and no registration statement has been, the
Japanese Ministry of Finance in relation to the Placing Shares or
will be filed with Financial Services Board of the Republic of
South Africa; and (iv) the Placing Shares have not been, and will
not be, registered under the securities laws of Australia, Canada,
Japan, Hong Kong, Singapore, the Republic of South Africa or any
other jurisdiction in which the offer and sale of the Placing
Shares would be unlawful (the "Excluded Jurisdictions") and,
subject to certain exceptions, the Placing Shares may not be
offered or sold directly or indirectly within Canada, Australia,
Japan, the Republic of South Africa or any other Excluded
Jurisdiction or to or for the account or benefit of any national,
citizen or resident of such countries or of the Excluded
Jurisdictions;
7.21 it will not offer, sell, renounce, transfer or deliver,
directly or indirectly, any of the Placing Shares in Australia,
Canada, Japan or Republic of South Africa or to any national,
resident or citizen of Australia, Canada, Japan or Republic of
South Africa other than as may be permitted under the applicable
law in the relevant jurisdiction and it acknowledges that the
Placing Shares have not been and will not be registered under the
applicable securities laws of Australia, Canada, Japan or Republic
of South Africa and that the same are not being offered for
subscription or sale, and may not, directly or indirectly, be
offered, sold, transferred or delivered, in Australia, Canada,
Japan or Republic of South Africa other than as may be permitted
under the applicable law in the relevant jurisdiction;
7.22 it accepts and acknowledges that there will be no public
offer of Placing Shares in the United States;
7.23 it: (i)(a) is not within the United States and will not be
within the United States at the time that any buy order for Placing
Shares is originated by it, (b) is acquiring the Placing Shares in
an "offshore transaction" as defined in Regulation S and (c) is not
acquiring any of the Placing Shares as a result of any form of
"directed selling efforts" (within the meaning of Regulation S); or
(ii) is a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act that has duly executed a U.S. investor
letter in the form provided to it by, and delivered the same to,
Liberum or its affiliates;
7.24 it acknowledges and agrees that it will not offer or sell
any of the Placing Shares, directly or indirectly, in or into the
United States except pursuant to an exemption from the registration
requirements of the Securities Act;
7.25 it has not distributed, forwarded, transferred or otherwise
transmitted this Announcement or any other presentation or offering
materials concerning the Placing Shares within the United States,
nor will it do any of the foregoing, and it understands that the
information in this Announcement, including financial information,
may be materially different from any disclosure that would be
provided in a registered offering in the United States;
7.26 if it is located in the United Kingdom, it is: (i) a person
whose ordinary activities involve it in acquiring, holding,
managing or disposing of investments (as principal or agent) in the
course of its business and a "qualified investor" (as defined in
the Prospectus Regulation) and it will acquire, manage and dispose
of the Placing Shares (as principal or agent) for the purposes of
its business; and (ii) not intending to offer or sell or otherwise
deal with the Placing Shares in any way which would result in an
offer to the public in the United Kingdom within the meaning of
FSMA or in any other jurisdiction or require registration or
prospectus publication or similar actions in any other
jurisdiction;
7.27 if it is receiving the offer in circumstances under which
the laws or regulations of a jurisdiction other than the United
Kingdom would apply, that it is a person to whom the Placing Shares
may be lawfully offered under that other jurisdiction's laws and
regulations;
7.28 it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
7.29 to the extent that it is located outside the United Kingdom
but in the EEA, it is a "qualified investor" as defined under the
Prospectus Regulation;
7.30 if it is outside the United Kingdom, neither this
Announcement nor any other offering, marketing or other material in
connection with the Placing constitutes an invitation, offer or
promotion to, or arrangement with, it or any person for whom it is
procuring to acquire Placing Shares pursuant to the Placing unless,
in the relevant territory, such offer, invitation or other course
of conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and Placing Shares could lawfully be distributed to and
acquired and held by it or such person without compliance with any
unfulfilled approval, registration or other regulatory or legal
requirements;
7.31 it acknowledges that it is an "investment professional"
(within the meaning of Article 19(5) of the Financial Promotion
Order) or a "high net worth company" (within the meaning of Article
49(2) of the Financial Promotion Order) and a "qualified investor"
(as defined in the Prospectus Regulation);
7.32 it confirms that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placing
Shares in circumstances in which it is permitted to do so pursuant
to section 21 of FSMA;
7.33 it acknowledges that after giving effect to its acquisition
of the Placing Shares, it will inform the Company and Liberum if
such acquisition will cause it to be required to make a
notification to the Company in accordance with Rule 5.1.2R of the
Disclosure Guidance and Transparency Rules or AIM Rule 17;
7.34 it acknowledges its obligations under the Criminal Justice
Act 1993, the Proceeds of Crime Act 2002 ("POCA 2002") and the EU
Market Abuse Regulation (Regulation (EU) 596/2014) and confirms
that it has complied and will continue to comply with all
obligations thereunder;
7.35 it acknowledges that neither of Liberum, nor any of its
directors, officers, agents or employees or their respective
affiliates nor any person acting on its behalf is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing or
providing any advice in relation to the Placing and participation
in the Placing is on the basis that it is not and will not be a
client of Liberum or any of its affiliates and that neither
Liberum, nor any of its affiliates have any duties or
responsibilities to it for providing protection afforded to their
respective clients or for providing advice in relation to the
Placing nor, if applicable, in respect of any representations,
warranties, undertaking or indemnities otherwise required to be
given by it in connection with its application under the
Placing;
7.36 it acknowledges that where it is acquiring Placing Shares
for one or more managed, discretionary or advisory accounts, it is
authorised in writing for each such account: (i) to acquire the
Placing Shares for each such account; (ii) to make on each such
account's behalf the representations, warranties and agreements set
out in this Announcement; and (iii) to receive on behalf of each
such account any documentation relating to the Placing in the form
provided by the Company and/or Liberum. It agrees that the
provision of this paragraph shall survive any resale of the Placing
Shares by or on behalf of any such account;
7.37 it acknowledges that neither the Placee nor, as the case
may be, their clients, expect Liberum to have any duties or
responsibilities to the Placee similar or comparable to the duties
of "best execution" and "suitability" imposed by The Conduct of
Business Source Book contained in the FCA's Handbook of Rules and
Guidance, and that Liberum is not acting for the Placee or its
clients, and that Liberum will not be responsible to the Placee or
its clients for providing the protections afforded to Liberum's
customers;
7.38 it irrevocably appoints any Director, duly authorised
officer or employee and any director of Liberum to be its agent and
on its behalf (without any obligation or duty to do so), to sign,
execute and deliver any documents and do all acts, matters and
things as may be necessary for, or incidental to, its acquisition
of all or any of the Placing Shares for which it has given a
commitment under the Placing, in the event of its own failure to do
so;
7.39 it accepts that if the Placing does not proceed or the
relevant conditions to the Placing Agreement are not satisfied or
the Placing Shares for which valid applications are received and
accepted are not admitted to trading on AIM for any reason
whatsoever, then none of the Company, Liberum or any of their
respective affiliates, nor persons controlling, controlled by or
under common control with any of them nor any of their respective
employees, agents, directors, officers, members, stockholders,
partners or representatives, shall have any liability whatsoever to
it or any other person;
7.40 it may lawfully acquire the Placing Shares comprising its
Placing Participation and has complied with, and will comply with,
all applicable provisions of FSMA with respect to anything done by
it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
7.41 if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
7.42 in connection with its participation in the Placing (i) it
has complied with its obligations in connection with money
laundering and terrorist financing under the POCA 2002, the
Terrorism Act 2000 (as amended from time to time), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and (ii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchaser, and it will provide
promptly to Liberum such evidence, if any, as to the identity or
location or legal status of any person which Liberum may request
from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by Liberum on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be purchased by it or at its direction pursuant
to the Placing being reduced to such number, or to nil, as Liberum
may decide at their sole discretion;
7.43 it holds harmless and will indemnify Liberum and/or the
Company against any liability, loss or cost ensuing due to the
failure to process this application, if such information as has
been required has not been provided by it or has not been provided
on a timely basis;
7.44 it acknowledges and agrees that information provided by it
to the Company or the Registrar will be stored on the Registrar's
computer system and manually. It acknowledges and agrees that for
the purposes of the General Data Protection Regulation (Regulation
(EU) 2016/679) and the Data Protection Act 2018 (together, the
"Data Protection Law") and other relevant data protection
legislation which may be applicable, the Registrar is required to
specify the purposes for which it will hold personal data. The
Registrar will only use such information for the purposes set out
below (collectively, the "Purposes"), being to: (i) process its
personal data (including sensitive personal data) as required by or
in connection with its holding of Placing Shares, including
processing personal data in connection with credit and money
laundering checks on it; (ii) communicate with it as necessary in
connection with its affairs and generally in connection with its
holding of Placing Shares; (iii) provide personal data to such
third parties as the Registrar may consider necessary in connection
with its affairs and generally in connection with its holding of
Placing Shares or as the Data Protection Law may require, including
to third parties outside the United Kingdom or the EEA; and (iv)
without limitation, provide such personal data to the Company,
Liberum, and their respective associates for processing,
notwithstanding that any such party may be outside the United
Kingdom or the EEA;
7.45 in providing the Registrar with information, it hereby
represents and warrants to the Registrar that it has obtained the
consent of any data subjects to the Registrar and their respective
associates holding and using their personal data for the Purposes
(including the explicit consent of the data subjects for the
processing of any sensitive personal data for the Purposes). For
the purposes of this Announcement, "data subject", "personal data"
and "sensitive personal data" shall have the meanings attributed to
them in the Data Protection Law;
7.46 the representations, undertakings and warranties contained
in this Announcement are irrevocable. It acknowledges that Liberum,
the Company and their respective directors, officers, agents and
employees and their respective affiliates will rely upon the truth
and accuracy of the foregoing representations, warranties,
undertakings, agreements and acknowledgements and it agrees that if
any of the representations, warranties, undertakings, agreements
and acknowledgements made or deemed to have been made by its
acquisition for Placing Shares is no longer accurate, it shall
promptly notify Liberum and the Company;
7.47 where it or any person acting on behalf of it is dealing
with Liberum, any money held in an account with Liberum on behalf
of it and/or any person acting on behalf of it will not be treated
as client money within the meaning of the relevant rules and
regulations of the FCA which therefore will not require Liberum to
segregate such money, as that money will be held by Liberum under a
banking relationship and not as trustee;
7.48 any of its clients, whether or not identified to Liberum or
any of its affiliates or agents, will remain its sole
responsibility and will not become clients of Liberum or any of its
affiliates or agents for the purposes of the rules of the FCA or
for the purposes of any other statutory or regulatory
provision;
7.49 neither the Company nor Liberum are making any undertaking
or warranty to any Placee regarding the legality of an investment
in the Placing Shares by such Placee under any investment or
similar laws and regulations;
7.50 it accepts that the allocation of Placing Shares shall be
determined by Liberum (following consultation with the Company) in
its absolute discretion and if Placing Participations are received
for more than the total number of Fractional Entitlements available
following the General Meeting, such Placing Participations shall be
scaled back by Liberum (following consultation with the Company),
as Liberum may in its absolute discretion, determine. No assurance
can be given that the Placing Participations will be met in full,
in part or at all; and
7.51 time shall be of the essence as regards its obligations to
settle payment for the Placing Shares and to comply with its other
obligations under the Placing.
8. Supply and Disclosure of Information
If any of Liberum or the Company or any of their agents request
any information in connection with a Placee's agreement to acquire
Placing Shares under the Placing in order to comply with any
relevant legislation, such Placee must promptly disclose it to
them.
9. Miscellaneous
9.1 The rights and remedies of Liberum and the Company under
this Appendix are in addition to any rights and remedies which
would otherwise be available to each of them and the exercise or
partial exercise of one will not prevent the exercise of
others.
9.2 On application, if a Placee is an individual, that Placee
may be asked to disclose in writing, or orally, his or her
nationality and if a Placee is a discretionary fund manager, that
Placee may be asked to disclose in writing or orally the
jurisdiction in which its funds are managed or owned. All documents
provided in connection with the Placing will be sent at the
Placee's risk. They may be returned by post to such Placee at the
address notified by such Placee to Liberum.
9.3 Each Placee agrees to be bound by the Articles (as amended
from time to time) once the Placing Shares, which the Placee has
agreed to acquire pursuant to the Placing, have been acquired by
the Placee.
9.4 The contract to acquire Placing Shares under the Placing,
these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions and the appointments and
authorities mentioned in this Announcement and all disputes arising
out of, or in connection with, its subject matter or formation
(including non-contractual disputes or claims) will be governed by,
and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of Liberum and the Company, each Placee
irrevocably submits to the exclusive jurisdiction of the courts of
England and Wales and waives any objection to proceedings in any
such court on the ground of venue or on the ground that proceedings
have been brought in an inconvenient forum. This does not prevent
an action being taken against a Placee in any other
jurisdiction.
9.5 In the case of a joint agreement to acquire Placing Shares
under the Placing, references to a "Placee" in this Announcement
are to each of the Placees who is a party to that joint agreement
and their liability is joint and several.
9.6 Liberum and the Company each expressly reserve the right to
modify the Placing (including, without limitation, their timetable
and settlement) at any time before allocations are determined. Each
Placee agrees that its obligations pursuant to this Announcement
are not capable of termination or rescission.
9.7 The Placing is subject to the satisfaction of the conditions
contained in the Placing Agreement and the Placing Agreement not
having been terminated. Further details of the terms of the Placing
Agreement are set out above.
9.8 Liberum may, and its affiliates acting as an investor for
its or their own account(s) may, purchase Placing Shares and, in
that capacity may retain, purchase, offer to sell or otherwise deal
for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered, acquired
or otherwise dealt with should be read as including any offer to,
or subscription, acquisition or dealing by Liberum and/or any of
its affiliates acting as an investor for its or their own
account(s). Neither Liberum nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.
9.9 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
9.10 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.
9.11 References to time in this Announcement are to London time, unless otherwise stated.
9.12 All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of a Placee of any changes.
Definitions
The following definitions apply through this Announcement unless
the context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
"Affiliates" in relation to a person each of its
holding companies, subsidiaries, branches,
associated undertakings and Affiliates
(Affiliates having the meaning given
in Rule 405 or in Rule 501(b) of the
Securities Act, as applicable in the
context used) (including, without limitation,
joint venture partners) from time to
time (and subsidiaries of any such subsidiaries,
branches, associated undertakings, Affiliates
and holding companies) (including, without
limitation, joint venture partners)
and each of their and the person's respective
officers, directors, supervisory board
members, employees, representatives,
controlling persons, shareholders and
agents from time to time;
"AIM" the AIM market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies issued by
the London Stock Exchange;
"Business Day" a day (other than a Saturday, Sunday
or public holiday) when clearing banks
are open for business in the City of
London;
"Circular" the circular to be posted to Shareholders
on 19 December 2019;
"Concert Party" Daniel Rabie, Clive Rabie, Gregory Wilkinson
and the Reckon Limited Performance Share
Plan Trust;
"Consolidated Ordinary the ordinary shares of GBP7.50 each
Shares" created by the Consolidation;
"Consolidation" the proposed consolidation of the Company's
ordinary share capital pursuant to which
every 5,000 Ordinary Shares in issue
at the Record Date will be consolidated
into 1 Consolidated Ordinary Share pursuant
to Resolution 1 as set out in the Notice;
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear UK and Ireland Limited is
the Operator (as defined in CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3775) as amended and any
applicable rules made thereunder;
"Directors" or "the the directors of the Company whose names
Board" are set out on page 10 of the Circular;
"EMI Share Option Plan" the GetBusy plc EMI Share Option Plan,
the rules for which are summarised in
the Appendix;
"Existing Ordinary Shares" the ordinary shares of 0.15 pence each
in issue as at the date of the Circular;
"Form of Proxy" the form of proxy for use in relation
to the General Meeting;
"Fractional Entitlement" an entitlement to a fraction of a Consolidated
Ordinary Share arising as a result of
the Consolidation;
"General Meeting" the general meeting of the Company convened
for 10:00 a.m. on 7 January 2020 by
the Notice set out in the Circular,
to be held at the offices of Mills &
Reeve LLP, Botanic House, 100 Hills
Road, Cambridge CB2 1PH for the purpose
of considering and, if thought fit,
passing the Resolutions;
"Group" the Company and its subsidiaries and
subsidiary undertakings;
"Incentive Plans" means the EMI Share Option Plan and
the Value Creation Plan;
"Independent Directors" the Directors other than Clive Rabie,
Daniel Rabie and Gregory Wilkinson;
"Independent Shareholders" all Shareholders with the exception
of the Concert Party;
"ISIN" International Security Identification
Number;
"Liberum" Liberum Capital Limited of Ropemaker
Place, 25 Ropemaker Street, London EC2Y
9LY, the Company's Nominated Adviser
and Broker for the purposes of the AIM
Rules;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the new ordinary shares of 0.15 pence
each in the capital of the Company with
ISIN GB00BG0TSD71 arising on the completion
of the Consolidation and Sub-Division;
"Non-Executive Directors" Dr Miles Jakeman, Gregory Wilkinson,
Nigel Payne and Clive Rabie
"Notice" the notice convening the General Meeting
which is set out at the end of the Circular;
"Ordinary Shares" or the ordinary shares of 0.15 pence each
"Shares" in the capital of the Company;
"Panel" The Panel on Takeovers and Mergers;
"Placing" the proposed sale, on or prior to Admission,
by Liberum as agent of the Company,
of the New Ordinary Shares which represent
the aggregated Fractional Entitlements;
"Placing Agreement" the conditional agreement dated 18 December
2019 between the Company and Liberum
relating to the Placing, further details
of which are set out in Part 1 of the
Circular;
"Placing Participation" has the meaning given to it in the Appendix;
"Proposals" the Share Capital Reorganisation, the
Placing, the approval and adoption of
the Incentive Plans, the Share Subscriptions,
the Rule 9 Waivers and the Resolutions;
"Reckon" Reckon Limited, a company incorporated
and registered in Australia and listed
on the Australian Stock Exchange (ASX);
"Record Date" 6:00 p.m. on 7 January 2020 (or such
other time and date as the Directors
may determine);
"Regulation S" Regulation S under the Securities Act;
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the Notice;
"RNS" a regulatory news service operated by
the London Stock Exchange as defined
by the AIM Rules;
"Rule 9" Rule 9 of the Takeover Code;
"Rule 9 Incentive Plans the waiver agreed by the Panel and to
Waiver" be approved by the Independent Shareholders
of the obligations that would otherwise
fall upon the Concert Party pursuant
to Rule 9 as a result of the grant of
share options to Daniel Rabie under
and pursuant to the Incentive Plans;
"Rule 9 Subscriptions the waivers agreed by the Panel and
Waiver" to be approved by the Independent Shareholders
of the obligations that would otherwise
fall upon the Concert Party pursuant
to Rule 9 as a result of the Share Subscriptions;
"Rule 9 Waivers" the Rule 9 Incentive Plans Waiver and
the Rule 9 Subscription Waiver;
"Securities Act" the United States Securities Act of
1933, as amended;
"Share Capital Reorganisation" the proposed reorganisation of the Company's
capital comprising the Consolidation
and the Sub-Division;
"Share Subscriptions" the future subscription or subscriptions
by Daniel Rabie of up to, in aggregate,
500,000 New Ordinary Shares at market
value;
"Shareholders" person(s) who is/are registered as holder(s)
of Ordinary Shares at the relevant time;
"Small Shareholders" Shareholders who hold fewer than 5,000
Ordinary Shares at the Record Date;
"Sub-Division" the proposed sub-division of each Consolidated
Ordinary Share into 5,000 New Ordinary
Shares pursuant to Resolution 2 as set
out in the Notice;
"subsidiary" or "subsidiary have the meanings given to such terms
undertaking" in the Act;
"Takeover Code" The City Code on Takeovers and Mergers
issued by the Panel;
"Trust" the Reckon Limited Performance Share
Plan Trust;
"UK" the United Kingdom;
"Value Creation Plan" the GetBusy plc Value Creation Plan,
the rules for which are summarised in
the Appendix; and
"Whitewash Resolutions" the Resolutions numbered 4 and 5 set
out in the Notice.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGGGQWPUPBPPM
(END) Dow Jones Newswires
December 18, 2019 02:00 ET (07:00 GMT)
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