TIDMIQE
RNS Number : 7774Z
IQE PLC
17 May 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Cardiff, UK
17 May 2023
IQE plc
Proposed Placing, Retail Offer and Banking Agreement
IQE plc ("IQE" or "the Company"), a leading supplier of compound
semiconductor wafer products and advanced material solutions to the
global semiconductor industry, today announces a proposed fundraise
of approximately GBP30m through the issue of new ordinary shares of
1p each ("Ordinary Shares") in the capital of the Company (the
"Placing Shares"), by way of a placing to institutional investors
and certain directors of the Company (the "Placing"), at a price of
20 pence per Ordinary Share (the "Issue Price"). In addition, the
Company also intends to conduct a retail offer, open to existing
retail investors, of up to GBP3m in aggregate value (the "REX
Retail Offer") (together, the "Fundraising"), at the Issue
Price.
The Placing is being conducted via an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this announcement (the "Announcement") and is subject to
the terms and conditions set out in the appendix to this
Announcement (which forms part of this Announcement) (the
"Appendix"). Peel Hunt LLP ("Peel Hunt") and Numis Securities
Limited ("Numis") are acting as joint bookrunners in connection
with the Placing (together, the "Joint Bookrunners"). The Bookbuild
is expected to close no later than 7.00 a.m. (London time) on 18
May 2023, but may be closed earlier or later at the absolute
discretion of the Joint Bookrunners. A separate announcement will
be made shortly regarding the REX Retail Offer and its associated
terms.
Background to and the Reasons for the Fundraising
-- As highlighted in the Company's trading update on 9 March
2023, the semiconductor industry is experiencing a temporary
downturn as a result of heightened inventory levels that built up
during the pandemic, coupled with softer consumer demand. This has
resulted in a reduction in orders and forecasts from IQE's
customers.
-- Against this backdrop, the Company is proposing to raise
GBP30m via the Placing and up to GBP3m via the REX Retail Offer in
order to ensure that the Company can continue to invest to execute
on its strategy, meet its near-term liquidity requirements and
deliver a sustainable balance sheet position going forward.
-- The Company has also agreed an extension to its $35m
revolving credit facility ("RCF") to May 2026, conditional on
completion of the Placing, ensuring sufficient headroom in the
event that the macroeconomic headwinds persist through H2 2023.
-- In light of the challenging market conditions, the Company
has implemented several cost control and cash preservation
measures, including a 10% reduction in labour costs for FY23 and
minimisation of PP&E capex. In total, overheads are forecast to
reduce by 7% year-on-year in FY23.
-- As well as these cost-saving measures, IQE has prioritised
growth capex on investment in Gallium Nitride ("GaN") manufacturing
capacity. This will enable the business to diversify into the high
growth markets of power electronics (50% device 5 year CAGR*) and
MicroLED display (150%+ device 5 year CAGR*).
-- This investment in GaN manufacturing capabilities represents
a significant opportunity to gain scale in power electronics,
through the purchase of four Aixtron G5+ GaN Reactors. The first
two of these will be installed at IQE's existing Massachusetts
facility, with the second two to be installed in either the US or
UK.
-- The new reactors will be deployed on customer-funded R&D
programmes initially and will provide incremental margin
improvement, diversify the product portfolio, build the resilience
of the Company, and reduce customer concentration. The Company has
secured preferential delivery and payment terms to stagger this
investment across FY23-FY25.
-- The return on the investment is expected to be incremental to
margins and consistent with the Group's >30% EBITDA margin
target set out at the Capital Markets Day in 2022.
-- The Company has a strong pipeline of strategic and long-term
partnerships and new business opportunities that will underpin
growth in H2 2023 and beyond. Despite the current cyclical
downturn, the semiconductor industry has consistently demonstrated
growth over many decades and the Fundraising will ensure that the
Company remains well positioned to capitalise on the significant
opportunities ahead.
Unaudited Preliminary Results
IQE has today separately announced its unaudited preliminary
results for the year ended 31 December 2022 ("Unaudited Preliminary
Results"). This Announcement should be read in conjunction with the
Unaudited Preliminary Results. A summary of the financial
highlights is set out below:
-- Group revenue for FY 2022 was up 9% to GBP167.5m (FY 2021:
GBP154.1m). On a constant currency basis, Group revenue was
GBP151.2m (FY 2021: GBP154.1m).
-- Group Adjusted EBITDA of GBP23.4m (FY 2021: GBP18.7m) with
Adjusted EBITDA margin of 14% (FY 2021: 12%) as costs have been
controlled in line with the Group's efficiency objectives.
-- Reported operating loss of GBP73.0m (FY 2021: (GBP20.0m)) is
primarily due to the non-cash impairment of goodwill of GBP62.7m
(see below), with an adjusted operating loss of GBP3.6m (FY 2021:
GBP6.5m).
-- Reported net cashflow from operations of GBP8.9m (FY 2021:
GBP18.9m) reflecting cash generated through the Group's resilient
trading performance offset by adverse working capital movements and
the cash impact of adjusted non-operational items.
-- Adjusted net debt position (excluding lease liabilities) of
GBP15.2m as at 31 December 2022 (FY 2021: net debt of GBP5.8m).
-- Impairment of goodwill of GBP62.7m (FY 2021: GBPnil) relates
to the Group's wireless operating segment where reductions in sales
volumes, principally linked to lower levels of smartphone-related
demand and continuing weakness in 5G infrastructure is forecast to
result in lower levels of capacity utilisation and operating
segment profitability. The non-cash impairment results from the
near-term softness in forecasts for wireless products as a result
of the industry-wide semiconductor downturn driven by inventory
build-up throughout the supply chain.
Current Trading & Outlook
-- Current trading is affected by the temporary semiconductor
industry downturn, with reduced customer forecasts, orders and
associated revenue.
-- H1 2023 revenue expected to be in the range of GBP50-56m.
-- Net debt as at 31 March 2023 was GBP24.0m (net debt is
defined as cash less borrowings but excluding lease liabilities and
fair value gains/losses on derivative instruments).
-- FY23 revenue in line with management expectations set out in
March 2023 which include a return to year-on-year growth during the
second half of 2023.
-- Diversification into high-growth markets of power and
display, targeting GaN growth opportunities in FY 2024 and
beyond.
-- The Company expects PP&E capex related to essential
maintenance and health & safety items and existing commitments
to be approximately GBP7.4m in FY 2023. In addition, the
diversification strategy will lead to investment in GaN of
approximately GBP8.3m.
Banking facilities and funding position
The Company has entered into an agreement with its lending bank,
HSBC, to extend the term of its $35m RCF to May 2026, conditional
on the completion of the Placing. The facility was due to expire in
April 2024. The Company has also agreed revised leverage and
interest cover covenants, with quarterly testing from 31 December
2023.
If the Placing were not to proceed, the Company would receive
less preferential terms from HSBC with the likelihood that further
Bank support or alternative sources of capital would be required to
increase liquidity in the course of 2023 in order to ensure both
sufficient headroom and covenant compliance.
Details of the Placing
The Placing is being conducted through a Bookbuild being managed
jointly by the Joint Bookrunners.
The Bookbuild is expected to close no later than 7.00 a.m.
(London time) on 18 May 2023, but may be closed earlier or later at
the absolute discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed. Allocations are at the
discretion of the Company and the Joint Bookrunners. The book will
open with immediate effect following the release of this
Announcement.
Certain Directors of the Company (the "Participating Directors")
have agreed to participate in the Placing for approximately GBP2.5
million at the Issue Price.
Name Role Approximate value
of Placing Shares
to be acquired
Americo Lemos Chief Executive Officer GBP1,500,000
---------------------------- -------------------
Dr Andrew W Nelson President and Non-Executive GBP1,000,000
Director
---------------------------- -------------------
Phil Smith Chairman GBP20,000
---------------------------- -------------------
Carol Chesney Non-Executive Director GBP10,000
---------------------------- -------------------
Victoria Hull Non-Executive Director GBP10,000
---------------------------- -------------------
Given the percentage of its existing share capital which the
Company is seeking to issue on a non-pre-emptive basis pursuant to
the Placing, its senior management has consulted with the Company's
major shareholders ahead of the release of this Announcement. A
cashbox structure has been chosen for the Placing as it minimises
cost and time to completion. The consultation has confirmed the
Board's view that the Placing is in the best interests of
shareholders, as well as wider stakeholders in the Company. The
Company also considers it important that qualifying shareholders
have an opportunity (where it is practicable for them to do so) to
participate in, to the extent possible, the equity fundraising on
equivalent terms and conditions to the Placing. Accordingly, the
Company is offering existing retail shareholders the opportunity to
participate through the REX Retail Offer.
The Placing is conditional upon, among other things, admission
of the Placing Shares and the placing agreement between the Company
and the Joint Bookrunners (the "Placing Agreement") becoming
unconditional and not being terminated in accordance with its
terms.
Applications will be made to the London Stock Exchange for
admission of the new Ordinary Shares to be issued pursuant to the
Placing to trading on AIM ("First Admission") which is expected to
take place at 8.00 am on 22 May 2023.
For the avoidance of doubt, the REX Retail Offer is not part of
the Placing and REX Retail Offer shares are not Placing shares.
Applications will be made to the London Stock Exchange for
admission of the new Ordinary Shares to be issued pursuant to the
REX Retail Offer to trading on AIM ("Second Admission") which is
expected to take place at 8.00 am on 23 May 2023.
The appendix to this announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
Nominee Director Right
Furthermore, Lombard Odier Asset Management (Europe) Limited
("Lombard Odier"), a substantial shareholder in the Company, has
expressed an intention to subscribe for 50,000,000 Placing Shares
at the Issue Price.
The Company and Lombard Odier have agreed that, conditional on
the subscription for Placing Shares by Lombard Odier described
above, the Company will grant Lombard Odier the right to nominate
one individual, as a representative of funds or accounts managed on
a discretionary basis by Lombard Odier Asset Management, to the
Board as a Non-executive Director (the "Nominee Director"), subject
to Lombard Odier continuing to hold 12 % or more of the Ordinary
Shares. The Company has agreed to appoint Lombard Odier's first
Nominee Director to the Board as soon as practicable following
completion of the proposed Placing, subject to compliance with
applicable AIM Rules, consultation with the Company's Nominations
Committee and customary Nomad due diligence.
Americo Lemos , CEO of IQE, commented:
"Our industry is currently experiencing a downturn cycle but it
has demonstrated consistent growth over many decades, which is
forecasted to continue. As macro technology trends drive an
increased need for compound semiconductors, IQE is strategically
positioned to serve the global market and underpin the next wave of
innovation. This fundraise enables our investment in new growth
markets including power electronics and microLED display, in line
with our strategy. As a result, we are well-placed to capitalise on
our excellent pipeline and global footprint as we emerge from the
current cycle."
*Source: Yole Group, Q4 2022
Enquiries:
IQE plc
+44 (0) 29 2083 9400
Americo Lemos
Tim Pullen
Amy Barlow
Peel Hunt LLP (Nomad, Joint Bookrunner
and Joint Broker)
+44 (0) 20 7418 8900
Paul Gillam
Richard Chambers
James Smith
Sohail Akbar (ECM Syndicate)
Jock Maxwell Macdonald (ECM Syndicate)
Numis (Joint Bookrunner and Joint Broker)
+44 (0) 20 7260 1000
Simon Willis
Hugo Rubinstein
Iqra Amin
William Baunton (ECM Syndicate)
Lazard (Financial Adviser)
+44 (0) 20 7187 2000
Simon Chambers
Keiran Wilson
Alice Walker
Alexander Fiallos
Headland
Andy Rivett-Carnac
Tel: +44 (0)7968 997 365
Chloe Francklin
Tel: +44 (0)7834 974 624
IMPORTANT INFORMATION
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended). This announcement is issued on
behalf of the Company by Tim Pullen, CFO.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE OR FORM PART OF ANY
OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, into or within the United
States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United States.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, Australia, Canada,
Japan, the Republic of South Africa. No public offering of the
securities referred to herein is being made in the United States,
the United Kingdom or elsewhere.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Numis
Securities Limited ("Numis") or Peel Hunt LLP ("Peel Hunt" and,
together with Numis, the "Joint Bookrunners") or any of their
respective affiliates, or any of its or their respective directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any
restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as amended (the "EU Prospectus
Regulation") ("EU Qualified Investors"), (b) in the United Kingdom,
persons who are "qualified investors" within the meaning of Article
2(e) of the UK version of Regulation (EU) 2017/1129 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended (the "UK Prospectus Regulation"), who (i) have
professional experience in matters relating to investments and who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) are persons
who fall within Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act on or rely on this
Announcement. By accepting the terms of this Announcement, you
represent, warrant and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus has been or will be made
available in any jurisdiction in connection with the matters
contained or referred to in this Announcement or the Placing and no
such prospectus is required (in accordance with the UK Prospectus
Regulation and the EU Prospectus Regulation) to be published.
Certain statements in this Announcement are or may be
forward-looking statements with respect to the Company's
expectations, intentions and projections regarding its future
performance, strategic initiatives, objectives, anticipated events
or trends and other matters that are not historical facts and which
are, by their nature, inherently predictive, speculative and
involve risks and uncertainty because they relate to events and
depend on circumstances that may or may not occur in the future.
All statements that address expectations or projections about the
future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general
economic conditions, expected expenditures, expected cost savings
and financial results are forward -- looking statements. Any
statements contained in this Announcement that are not statements
of historical fact are, or may be deemed to be, forward -- looking
statements. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "risk", "intend",
"estimate", "expect", "may", "plan", "predict", "project" or words
or terms of similar meaning or the negative thereof, are not
guarantees of future performance and are subject to known and
unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial
condition, performance or achievements to differ materially from
those expressed or implied by these forward -- looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the Company's ability to control or estimate precisely, such
as changes in taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the contemplated or expressed forward-looking
statements. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this Announcement. Each of the Company, Numis and Peel Hunt
expressly disclaims any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise unless required to
do so by applicable law or regulation.
Each of Numis and Peel Hunt is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"). Each of
Numis and Peel Hunt is acting exclusively for the Company and for
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 or any other matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement. The responsibilities
of Peel Hunt as the Company's nominated adviser under the AIM Rules
for Companies and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company
or any director, shareholder or any other person. Numis is not
acting for the Company with respect to the REX Retail Offer.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to the Company, and no one else, in connection with the
matters set out in this announcement, and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or
arrangement referred to herein. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or
otherwise.
This Announcement is being 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 or on
behalf of Numis or Peel Hunt or by their respective affiliates or
any of their respective Representatives as to, or in relation to,
the accuracy, adequacy, fairness 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 or any other statement made or purported to be made by or
on behalf of Numis or Peel Hunt or any of their respective
affiliates or any of their respective Representatives in connection
with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or
otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by Numis or Peel Hunt or any
of their respective affiliates or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. 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. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. 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
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, net cash flow from operations or free cash
flow for the Company for the current or future financial periods
would necessarily match or exceed the historical published
earnings, earnings per share or income, net cash flow from
operations or free cash flow for the Company.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. In the United Kingdom, this Announcement is being
distributed and communicated only in circumstances in which section
21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement. 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 the invitation to participate in the Placing.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129, AS AMED (THE "EU PROSPECTUS REGULATION")) ("EU QUALIFIED
INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
VERSION OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE
"UK PROSPECTUS REGULATION")) WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) ARE PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED INVESTORS"),
AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES . THERE WILL BE NO PUBLIC OFFER
OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
None of IQE plc (the "Company"), Numis Securities Limited
("Numis") or Peel Hunt LLP ("Peel Hunt" and, together with Numis,
the "Joint Bookrunners") or any of its or their respective
affiliates or any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively,
"Representatives") makes any representation or warranty, express or
implied to any Placees (as defined below) regarding any investment
in the securities referred to in this Announcement under the laws
applicable to such Placees.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of the Placing Shares (as defined below) by
making an oral or written offer to acquire Placing Shares
(including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given) ("Placees") will (i)
be deemed to have read and understood this Announcement, in its
entirety; and (ii) be making such offer on the terms and
conditions, and to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties, indemnities, acknowledgements,
undertakings and agreements, contained in this Appendix.
In particular, each such Placee represents, warrants,
acknowledges and agrees to each of the Company and the Joint
Bookrunners that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business only;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix) and that any Placing Shares acquired by
it in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to EU Qualified Investors, or in the United Kingdom to UK Qualified
Investors or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each such proposed offer or
resale;
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered or sold, directly or indirectly, within the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States;
5. it, and the person(s), if any, for whose account or benefit
it is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act ("Regulation S");
or (b) a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act (a "QIB") for its own account or for the
account of one or more QIBs, each of which is acquiring beneficial
interests in the Placing Shares for its own account (if acquiring
the Placing Shares for the account of one or more other persons, it
has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of
each such person) who has executed and delivered to the Company and
the Joint Bookrunners a US investor letter substantially in the
form provided to it;
6. if it is resident in Canada, it is resident in either the
province of Ontario, Quebec, Alberta, British Columbia or Manitoba;
is purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or
redistribution; is not an individual; is an "accredited investor"
as such term is defined in section 1.1 of National Instrument
45-106 - Prospectus Exemptions ("NI 45-106") or, in Ontario, as
such term is defined in section 73.3(1) of the Securities Act
(Ontario); and is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103"); and
7. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. The book will
open with immediate effect. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. Members of the public are not
entitled to participate in the Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Numis and Peel Hunt are acting as joint global co-ordinators and
joint bookrunners in connection with the Placing. The Company has
today entered into an agreement (the "Placing Agreement") with the
Joint Bookrunners under which, subject to the terms and conditions
set out therein, each of the Joint Bookrunners has agreed,
severally and not jointly or jointly and severally, as agent for
and on behalf of the Company, to use its reasonable endeavours to
procure Placees for new ordinary shares of one penny each in the
capital of the Company (the "Placing Shares"), in such number, if
any, to be determined following completion of the Bookbuild and as
may be agreed between the Joint Bookrunners and the Company and set
out in the executed term sheet (the "Term Sheet") and, to the
extent that any Placee (other than the participating directors of
the Company (the "Participating Directors")) defaults in paying the
Placing Price (as defined below) in respect of any of the Placing
Shares allocated to it, each of the Joint Bookrunners has agreed,
severally and not jointly or jointly and severally, to subscribe
for such Placing Shares at the Placing Price. For the avoidance of
doubt, the Joint Bookrunners shall have no obligation to acquire
any shares for which any of the Participating Directors defaults in
paying. In the event that the Joint Bookrunners acquire Placing
Shares in the Placing, they may co-ordinate disposals of such
shares in accordance with applicable law and regulation. Except as
required by applicable law or regulation, the Joint Bookrunners do
not propose to make any public disclosure in relation to such
transactions.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of one penny each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares, and
will be issued free of all claims, liens, charges, encumbrances and
equities.
The allotment and issue of the Placing Shares will be effected
by way of a placing of new Ordinary Shares in the Company for
non-cash consideration. Peel Hunt will subscribe for ordinary
shares and redeemable preference shares in a Jersey incorporated
wholly-owned subsidiary of the Company ("JerseyCo") for an amount
approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration for the transfer to the Company by Peel
Hunt of the ordinary shares and redeemable preference shares in
JerseyCo that will be issued to Peel Hunt. Following such transfer,
the Company will own all of the issued ordinary and redeemable
preference shares of JerseyCo, whose only asset will be its cash
reserves, which will represent an amount approximately equal to the
net proceeds of the Placing.
Application for admission
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Placing Shares to
trading on AIM ("Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 22 May 2023 (or such later time and/or date as may be
agreed between the Company and the Joint Bookrunners) and that
dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of Numis and Peel Hunt is acting as a joint global
co-ordinator, joint bookrunner and agent of the Company in
connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. Each of the Joint Bookrunners and their
respective agents and affiliates are each entitled to enter bids in
the Bookbuild as principal.
3. The price per Placing Share payable to the Joint Bookrunners
by all Placees whose bids are successful is 20 pence (the "Placing
Price"). The final number of Placing Shares will be determined by
the Company (in consultation with the Joint Bookrunners) following
completion of the Bookbuild. The final number of Placing Shares to
be issued will be announced on a FCA-listed regulatory information
service (a "Regulatory Information Service") following the
completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at either of the Joint Bookrunners. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Placing Price. Bids may be scaled
down by the Joint Bookrunners on the basis referred to in paragraph
11 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Bookrunners' consent, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee's
obligations will be owed to the Company and the Joint Bookrunners.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to each of the Joint Bookrunners as agent
of the Company, to pay in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for and the Company has agreed to allot to
them.
6. The Bookbuild is expected to close no later than 7 a.m.
(London time) on 18 May 2023, but may be closed earlier or later at
the absolute discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed orally
or in writing by either of the Joint Bookrunners (each as agent of
the Company) following the close of the Bookbuild. This
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon that person (who will at that point become
a Placee) in favour of the Joint Bookrunners and the Company to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association and
each Placee will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety.
8. All obligations under the Bookbuild and Placing will be
subject to fulfilment or, where applicable, waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
9. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by a Joint Bookrunner.
10. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by either of the Joint Bookrunners. The terms of this
Appendix will be deemed incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The Company reserves the
right (upon agreement with the Joint Bookrunners) to reduce or seek
to increase the amount to be raised pursuant to the Placing.
12. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
14. To the fullest extent permissible by law, none of the Joint
Bookrunners or the Company or any of their respective affiliates or
any of their respective Representatives shall have any
responsibility or liability (whether in contract, tort or
otherwise) to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners or the Company or any of their respective affiliates or
any of their respective Representatives shall have any
responsibility or liability (whether in contract, tort or otherwise
and including to the fullest extent permissible by law, any
fiduciary duties) in respect of the conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia:
1. each of the representations and warranties of the Company
contained in the Placing Agreement being true and accurate and not
misleading on and as of the date of the Placing Agreement and at
all times before Admission;
2. the Company complying with its obligations and undertakings
under the Placing Agreement, so far as the same fall to be
performed or satisfied on or prior to Admission;
3. the Term Sheet having been executed;
4. there not having occurred, in the good faith opinion of the
Joint Bookrunners, any material adverse change in respect of the
Company and the Group;
5. the deed of amendment and restatement between the Company,
certain other members of the Group and HSBC UK Bank plc in relation
the multicurrency revolving facility agreement dated 21 January
2019 between these same parties (the "Bank Extension Agreement")
having been duly executed and delivered by the parties thereto and
having become unconditional in all respects and continuing to have,
full force and effect and not having lapsed or been varied,
modified, supplemented, rescinded or terminated (in whole or
part);
6. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the terms of the Placing Agreement;
and
7. Admission taking place by not later than 8.00 a.m. (London
time) on 22 May 2023 (or such later time and/or date as may be
agreed between the Company and the Joint Bookrunners, being not
later than 2 June 2023).
The Joint Bookrunners may at their discretion waive compliance
by the Company with certain of the conditions and/or agree an
extension in time for their satisfaction. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Joint Bookrunners)
or become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Joint Bookrunners may agree); or (b) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives shall have
any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is in the absolute discretion of the Joint
Bookrunners.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Restriction on further issue of securities
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the Placing Agreement and the date which is 180 days after the date
of Admission without the prior written consent of the Joint
Bookrunners enter into certain transactions involving or relating
to the Ordinary Shares, subject to certain customary carve-outs
agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to such undertaking in the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners, and that
neither the Joint Bookrunners nor the Company need to make any
reference to, consult with, or seek consent from, Placees and that
the Joint Bookrunners shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant consent
or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners are entitled
to terminate the Placing Agreement in the following circumstances,
amongst others: (i) if any of the Company's warranties or
representations are not or cease to be true and accurate or have
become misleading; or (ii) if any of the conditions have not been
satisfied (or, where capable of waiver, waived by the Joint
Bookrunners) by the date specified therein; or (iii) the C ompany
fails to comply with any of its obligations or undertakings under
the Bank Extension Agreement ; or (iv) in the good faith opinion of
the Joint Bookrunners, there shall have occurred any material
adverse change in respect of the Company and the Group (within the
meaning of the Placing Agreement) ; or (v); if the application for
Admission is refused by the London Stock Exchange.
Upon notice being given to the Company, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
or non-exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners, and
that neither the Joint Bookrunners nor the Company need to make any
reference to, consult with, or seek consent from, Placees and that
neither the Joint Bookrunners nor the Company shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared
or submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Placing and no such prospectus is required (in accordance with the
UK Prospectus Regulation and the EU Prospectus Regulation) to be
published. Placees' commitments will be made solely on the basis of
their own assessment of the Company, the Placing and the Placing
Shares based on information contained in this Announcement
(including this Appendix) and any information publicly announced to
a Regulatory Information Service by or on behalf of the Company
simultaneously with or prior to the date of this Announcement, and
subject to the further terms set forth in the contract note or
trade confirmation to be provided to individual prospective
Placees. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement and all other publicly
available information previously and simultaneously published by or
on behalf of the Company by notification to a Regulatory
Information Service is exclusively the responsibility of the
Company and has not been independently verified by the Joint
Bookrunners. Each Placee, by accepting a participation in the
Placing, further confirms that it has neither received nor relied
on any other information, representation, warranty or statement
made by or on behalf of the Company, the Joint Bookrunners or any
other person and none of the Joint Bookrunners or the Company or
any of their respective affiliates or any of their respective
Representatives will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have
obtained or received. 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 or limit the
liability of any person for fraud or fraudulent misrepresentation
by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0009619924) following Admission will take place within the CREST
system, subject to certain exceptions. In the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and the Joint Bookrunners may agree that the Placing Shares should
be issued in certificated form. The Joint Bookrunners and the
Company reserve the right to require settlement for and delivery of
the Placing Shares (or a portion thereof) to Placees in
certificated form or by such other means as they deem necessary if
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. It is
expected that such contract note or trade confirmation will be
despatched on or around 18 May 2023 and that this will also be the
trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by Peel Hunt as agent for the Company and Peel Hunt will
enter its delivery (DEL) instruction into the CREST system. Peel
Hunt will hold any Placing Shares delivered to this account as
nominee for the Placees until settlement. 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.
It is expected that settlement will be on 22 May 2023 on a T+2
basis and on a delivery versus payment basis in accordance with the
instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above SONIA as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the account and benefit of each of
the Joint Bookrunners, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest or
penalties thereon) imposed in any jurisdiction which may arise upon
the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on each
of the Joint Bookrunners all such authorities and powers necessary
to carry out any such transaction and agrees to ratify and confirm
all actions which each of the Joint Bookrunners lawfully takes on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Joint
Bookrunners or the Company shall be responsible for the payment
thereof.
Placees (or any nominee or other agent acting on behalf of a
Placee) will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Joint Bookrunner
and the Company, in each case as a fundamental term of its
application for Placing Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and it undertakes not to redistribute or duplicate this
Announcement and that it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. no offering document or prospectus has been or will be
prepared in connection with the Placing or is required under the UK
Prospectus Regulation, the Financial Services and Markets Act 2000,
as amended ("FSMA") or any other applicable law and it has not
received and will not receive a prospectus or other offering
document in connection with Admission, the Bookbuild, the Placing,
the Company or the Placing Shares;
3. the Placing does not constitute a recommendation or financial
product advice and the Joint Bookrunners have not had regard to its
particular objectives, financial situation and needs;
4. if it has received any "inside information" concerning the
Company or its shares or other securities or related financial
instruments in advance of the Placing, that it has not: (i) dealt
in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the
UK version of Market Abuse Regulation (EU) No. 596/2014 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("UK MAR") and any delegating acts, implementing
acts, technical standards and guidelines thereunder, prior to the
information being made publicly available;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. none of the Joint Bookrunners or the Company or any of their
respective affiliates or any of their respective Representatives or
any person acting on behalf of any of them has provided, and none
of them will provide, it with any material or information regarding
the Placing Shares or the Company or any other person other than
this Announcement, nor has it requested any of the Joint
Bookrunners, the Company or any of their respective affiliates or
any of their respective Representatives or any person acting on
behalf of any of them to provide it with any such material or
information;
7. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company simultaneously
with or prior to the date of this Announcement (the "Publicly
Available Information"); and (ii) the Company's Ordinary Shares are
admitted to trading on AIM and the Company is therefore required to
publish certain business and financial information in accordance
with UK MAR, the rules and practices of the London Stock Exchange
and relevant regulatory authorities (the "Exchange Information"),
which includes a description of the nature of the Company's
business, most recent balance sheet and profit and loss account,
and it has reviewed such Exchange Information as it has deemed
necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access
to such financial and other information (including the business,
financial condition, prospects, creditworthiness, status and
affairs of the Company, the Placing and the Placing Shares, as well
as the opportunity to ask questions) concerning the Company, the
Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
8. (i) none of the Company or the Joint Bookrunners or any of
their respective affiliates or any of their respective
Representatives or any person acting on their behalf has made any
warranties or representations to it, express or implied, with
respect to the Company, the Placing and the Placing Shares or the
accuracy, fairness, completeness or adequacy of the Publicly
Available Information or the Exchange Information, and each of them
expressly disclaims any liability in respect thereof; and (ii) it
will not hold the Joint Bookrunners or any of their respective
affiliates or any of their respective Representatives or any person
acting on their behalf responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange
Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. the content of this Announcement is exclusively the
responsibility of the Company and that neither the Joint
Bookrunners nor any of their respective affiliates nor any of their
respective Representatives nor any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Publicly Available Information or Exchange
Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the
Company or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to acquire
the Placing Shares is contained in this Announcement and any
Publicly Available Information including (without limitation) the
Exchange Information, such information being all that it deems
necessary and/or appropriate to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given, investigation made or
representations, warranties or statements made by either of the
Joint Bookrunners or the Company or any of their respective
affiliates or any of their respective Representatives or any person
acting on their behalf and neither the Joint Bookrunners nor the
Company nor any of their respective affiliates nor any of their
respective Representatives nor any person acting on its or their
behalf 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, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by the Joint Bookrunners
or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf and
understands that (i) none of the Joint Bookrunners or any of their
respective affiliates or any of their respective Representatives or
any person acting on their behalf has or shall have any liability
for public information or any representation; (ii) none of the
Joint Bookrunners or any of their respective affiliates or any of
their respective Representatives or any person acting on their
behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and (iii) none of the Joint Bookrunners or any of
their respective affiliates or any of their respective
Representatives or any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
11. in making any decision to acquire Placing Shares, (i) it has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates 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; (iii) it has relied
on its own examination, due diligence and analysis of the Company
and its affiliates taken as a whole, including the markets in which
the Company and its affiliates operate, and the terms of the
Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of either of
the Joint Bookrunners; (iv) it has had sufficient time and access
to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, the Joint Bookrunners, any of their respective
affiliates, any of their respective Representatives or any person
acting on their behalf for all or part of any such loss or losses
it or they may suffer;
12. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
13. unless otherwise specifically agreed with the Joint
Bookrunners, it and each account it represents is not and, at the
time the Placing Shares are acquired, will not be, located in
Australia, Japan, the Republic of South Africa or any other
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares;
14. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares in or into Australia, Canada, Japan, the Republic of
South Africa, or any other jurisdiction in which the same would be
unlawful; and (ii) it understands, and each account it represents
has been advised, that the Placing Shares have not been and will
not be registered or qualified for distribution by way of a
prospectus under the securities legislation of Australia, Canada,
Japan, the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, acquired, renounced,
distributed or delivered or transferred, directly or indirectly,
within or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
15. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States; (ii) the
Placing Shares are being offered and sold only (a) to persons
reasonably believed to be QIBs in transactions exempt from the
registration requirements of the Securities Act or (b) in an
"offshore transaction" within the meaning of and pursuant to
Regulation S under the Securities Act; (iii) the Placing Shares may
only be reoffered or resold in transactions exempt from, or not
subject to, the registration requirements of the Securities Act and
no representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or
transfer of the Placing Shares; and (iv) a prospectus will not be
published in respect of any of the Placing Shares under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States;
16. it 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 as a result of any form of "general solicitation"
or "general advertising" within the meaning of Rule 502(c) of
Regulation D under the Securities Act;
17. it is not an affiliate (as defined in Rule 501(b) under the
Securities Act) of the Company, and is not acting on behalf of an
affiliate of the Company;
18. the Placing Shares o ered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and for so long as the Placing Shares are
restricted securities, it will segregate such Placing Shares from
any other shares in the Company that it holds that are not
restricted securities, will not deposit the Placing Shares into any
depositary receipt facility maintained by any depositary bank in
respect of the Company's ordinary shares and will notify any
subsequent transferee of such Placing Shares of the applicable
transfer restrictions;
19. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the United
States, Australia, Canada, Japan or the Republic of South
Africa;
20. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
21. if the Placing Shares were o ered to it in the United
States, it has consulted its own independent advisors or otherwise
has satisfied itself concerning, without limitation, the e ects of
United States federal, state and local income tax laws (including
as to the consequences of the Company being or becoming a "passive
foreign investment company" (as defined in Sec on 1297 of the U.S.
Internal Revenue Code of 1986, as amended (the "Code")) and foreign
tax laws generally and the U.S. Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), the U.S. Investment Company Act
of 1940, as amended, and the Securities Act;
22. either: (a) it is not and for so long as it holds the
Placing Shares (or any interests therein) will not be a "benefit
plan investor" as defined in Sec on 3(42) of ERISA, or a
governmental, church or non-U.S. plan which is subject to any
federal, state, local or non-U.S. law that is substantially similar
to Sec on 406 of ERISA or Sec on 4975 of the Code ("Similar Law");
or (b) its acquisition, holding and disposition of the Placing
Shares will not result in a non-exempt prohibited transaction under
Sec on 406 of ERISA or Sec on 4975 of the Code, or, in the case of
such a governmental, church or non-U.S. plan, a violation of any
Similar Law;
23. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services), it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and the Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance service;
24. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, UK MAR and any
delegating acts, implementing acts, technical standards and
guidelines thereunder, and in connection with money laundering and
terrorist financing, under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, the Joint Bookrunners have
not received such satisfactory evidence, the Joint Bookrunners may,
in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered
by the Placee to the Joint Bookrunners will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
25. if it is a financial intermediary, as that term is used in
Article 5 of the EU Prospectus Regulation or Article 5 of the UK
Prospectus Regulation: (a) any Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in any member state of the EEA other than EU Qualified
Investors or persons in the United Kingdom other than UK Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each such proposed offer or
resale; or (b) where Placing Shares will be acquired by it on
behalf of persons in any member state of the EEA other than EU
Qualified Investors or persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares will not be
treated under the EU Prospectus Regulation or UK Prospectus
Regulation as having been made to such persons;
26. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
27. it understands that 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, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
28. if it is in a member state of the EEA, it is an EU Qualified
Investor and, to the extent applicable, any funds on behalf of
which it is acquiring the Placing Shares that are located in a
member state of the EEA are each themselves such an EU Qualified
Investor;
29. if it is in the United Kingdom, it and any person acting on
its behalf is a UK Qualified Investor and it is a "professional
client" or an "eligible counterparty" within the meaning of chapter
3 of the FCA's Conduct of Business Sourcebook;
30. it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
31. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 1(4) of the EU Prospectus
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
32. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require the approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the Joint
Bookrunners in their capacity as an authorised person under section
21 of 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;
33. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom)
with respect to anything done by it in relation to the Placing
Shares;
34. no action has been or will be taken by either the Company or
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
35. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable
to the Company and/or the Joint Bookrunners for the performance of
all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions of this paragraph shall survive
the resale of the Placing Shares by or on behalf of any person for
whom it is acting;
36. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has fully observed such laws and obtained
all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in the Joint Bookrunners, the Company or any of their
respective affiliates or any of their respective Representatives
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing; and (iv) the
acquisition of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
37. it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
38. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placing Shares may be placed
with other persons or sold as the Joint Bookrunners may in their
absolute discretion determine and without liability to such Placee,
and it will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the Placing Price and
the number of Placing Shares allocated to it and may be required to
bear any stamp duty or stamp duty reserve tax or other similar
taxes (together with any interest or penalties due pursuant to the
terms set out or referred to in this Announcement) which may arise
upon the sale of such Placee's Placing Shares on its behalf;
39. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Joint Bookrunners or the Company
may call upon it to acquire a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
40. neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives nor any
person acting on behalf of any of them, are making any
recommendations to it or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and participation in the Placing is on the basis that it is
not and will not be a client of either of the Joint Bookrunners and
the Joint Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for giving advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
41. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. Neither the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify on an after-tax basis and hold harmless
the Company, each of the Joint Bookrunners and their respective
affiliates and each of their respective Representatives in respect
of the same on an after-tax basis on the basis that the Placing
Shares will be allotted to the CREST stock account of the Joint
Bookrunners (or either one of them) who will hold them as nominee
on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
42. it will indemnify, on an after-tax basis, and hold harmless
the Company, each of the Joint Bookrunners and their respective
affiliates and their respective Representatives from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising, directly or indirectly, out of or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
43. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Joint Bookrunners as its agent for
the purposes of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
44. in connection with the Placing, either of the Joint
Bookrunners and any of their respective affiliates acting as an
investor for their own account may acquire Placing Shares and in
that capacity may acquire, retain, purchase or sell for their own
account such Ordinary Shares in the Company and any other
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares
in the Company to the Joint Bookrunners or their respective
affiliates in such capacity. In addition, the Joint Bookrunners may
enter into financing arrangements and swaps with investors in
connection with which the Joint Bookrunners may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Joint Bookrunners nor
their respective affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
45. each of the Joint Bookrunners and their respective
affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future;
46. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Joint Bookrunners. The Joint Bookrunners reserve the right to take
up a portion of the securities in the Placing as a principal
position at any stage at their sole discretion, inter alia, to take
account of the Company's objectives, MiFID II or other regulatory
requirements and/or their allocation policies;
47. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Bookrunners' conduct of the Placing;
48. neither the Company nor the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, representations, warranties,
undertakings or indemnities in the Placing Agreement;
49. it may not rely on any investigation that any of the Joint
Bookrunners or any person acting on its behalf may or may not have
conducted with respect to the Company and its affiliates, the
Placing Shares or the Placing and the Joint Bookrunners have not
made any representation or warranty to it, express or implied, with
respect to the suitability or merits of any transactions it may
enter into in connection with the Placing, or as to the condition,
financial or otherwise, of the Company and its affiliates, or as to
any other matter relating thereto, and no information has been
prepared by, or is the responsibility of, the Joint Bookrunners for
the purposes of the Placing;
50. where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
51. time is of the essence as regard its obligations in respect
of its participation in the Placing under these terms and
conditions;
52. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
53. if it is resident in Canada:
(a) it understands that the offering of the Placing Shares is
being made on a private placement basis only in the provinces of
Ontario, Quebec, Alberta, British Columbia and Manitoba (the
"Canadian Private Placement Provinces") on a basis exempt from the
requirement that the Company prepare and file a prospectus with the
relevant securities regulatory authorities in Canada and as such,
any resale of the Placing Shares must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws;
(b) it is resident in one of the Canadian Private Placement Provinces;
(c) it is purchasing the Placing Shares as principal, or is
deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution;
(d) it is not an individual;
(e) it is an "accredited investor" as such term is defined in
section 1.1 of NI 45-106 or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario), as applicable;
(f) it is a "permitted client" as such term is defined in section 1.1 of NI 31-103;
(g) it has not received any offering memorandum (as such term is
defined under Canadian securities law) from any party in respect of
the Placing or the Placing Shares;
(h) it understand that any resale of the Placing Shares acquired
by it in the Placing must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority and that
these resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada; and
(i) no person has made any written or oral representations to
such Placee (i) that any person will resell or repurchase the
Instruments, (ii) that any person will refund the purchase price of
the Placing Shares, or (iii) as to the future price or value of the
Placing Shares; and
54. the Company, the Joint Bookrunners and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to each of the Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer true or accurate, it shall promptly notify the Company and the Joint Bookrunners.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company and the Joint Bookrunners and are
irrevocable.
Each Placee not acquiring the Placing Shares in an "offshore
transaction" pursuant to Regulation S (each a "U.S. Placee") shall
make specific representations, warranties, agreements and
acknowledgements pursuant to a U.S. investor representation letter.
Each U.S. Placee acknowledges that it will not be permitted to
purchase, subscribe for or otherwise take up Placing Shares unless
it has signed and returned such a representation letter in
accordance with the terms thereof.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee, that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible and each Placee shall
indemnify on an after-tax basis and hold harmless the Company, the
Joint Bookrunners and their respective affiliates and their
respective Representatives for any stamp duty or stamp duty reserve
tax or other similar tax paid or otherwise payable by them in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly.
Neither the Company nor the Joint Bookrunners is liable to bear
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and their respective
affiliates and their respective Representatives from any and all
interest, fines or penalties in relation to any such duties or
taxes.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Joint Bookrunners and/or any of
their respective affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners are receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement. When a
Placee or person acting on behalf of the Placee is dealing with
either of the Joint Bookrunners any money held in an account with
the relevant Joint Bookrunner on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Placee will rank only as a general
creditor of the relevant Joint Bookrunner.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any persons
acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates or their respective Representatives pursuant
to this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFLFVEEIIDLIV
(END) Dow Jones Newswires
May 17, 2023 11:37 ET (15:37 GMT)
Iqe (LSE:IQE)
Historical Stock Chart
From Sep 2024 to Oct 2024
Iqe (LSE:IQE)
Historical Stock Chart
From Oct 2023 to Oct 2024