TIDMESC
RNS Number : 7447Y
Escape Hunt PLC
13 May 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014) ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside
information, as permitted by MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information.
13 May 2019
Escape Hunt plc
("Escape Hunt", the "Company" or the "Group")
Conditional Placing to raise a minimum of GBP4.0 million
Escape Hunt plc (AIM: ESC), a global leader in the high growth
escape rooms sector, is pleased to announce a proposed conditional
placing to raise a minimum of GBP4.0 million at 60 pence per
share.
Highlights
-- The Company announces a proposed conditional equity placing
to raise a minimum of GBP4.0 million (before expenses) at 60 pence
per New Ordinary Share (the "Placing Price") by way of an
accelerated bookbuild to be undertaken by Stockdale Securities
Limited ("Stockdale") and Peel Hunt LLP ("Peel Hunt") who are
acting as joint brokers (the "Joint Brokers"), which will be
launched immediately following the release of this announcement
(the "Placing")
-- The Placing Price represents a discount of 1.6 per cent. to
the Company's closing share price on 10 May 2019
Proposed conditional Placing
Escape Hunt today announces its intention to raise equity
funding of a minimum of GBP4.0 million through the issue of a
minimum of 6,666,666 New Ordinary Shares (the "Placing Shares") at
the Placing Price. The Company intends to use just over two thirds
of the proceeds to fund the roll-out of an additional 16 UK
owner-operated sites over the next three years, with the majority
of the balance to be used as working capital contingency. To the
extent additional funds are raised over and above GBP4.0 million,
these will predominantly be used to accelerate the pace of the
roll-out in the UK.
The Placing is conditional, inter alia, upon:
-- the passing of the Resolutions at the General Meeting;
-- the Placing Agreement becoming unconditional in all respects
save for Admission by no later than 8.00 a.m. on 4 June 2019 (or
such later date, as the Joint Brokers may agree being no later than
8.00 a.m. on 18 June 2019) and not having been terminated in
accordance with its terms; and
-- Admission having occurred (save in respect of the VCT Placing
Shares and the EIS Placing Shares).
The Placing is currently expected to conclude on or before 4.30
p.m. on 13 May 2019, with Admission becoming effective on or around
4 June 2019. A further announcement will be made following
completion of the Placing.
The Placing will open with immediate effect following this
announcement. The number and allocation of Placing Shares is at the
discretion of the Joint Brokers and a further announcement
confirming these details will be made in due course. Members of the
public are not entitled to participate in the Placing and none of
the Placing Shares are being offered or sold in any jurisdiction
where it would be unlawful to do so.
Escape Hunt has entered into a placing agreement (the "Placing
Agreement") with the Joint Brokers in relation to the Placing.
Pursuant to the Placing Agreement, each of the Joint Brokers have
agreed, in accordance with its terms, to use reasonable endeavours
to place the Placing Shares with certain new and existing
institutional and other investors. The Placing is not being
underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the existing Ordinary Shares,
including the right to receive all future dividends and
distributions declared, made or paid by reference to a record date
falling after their issue. The issue of the Placing Shares is
subject to approval of Shareholders at the General Meeting to be
held on 31 May 2019.
The Company will apply for the Placing Shares to be admitted to
trading on AIM. It is expected that settlement of these shares will
take place and that trading will commence at 8:00 a.m. on 4 June
2019.
Further details of the Placing Agreement can be found in the
terms and conditions of the Placing contained in the Appendix to
this announcement (which forms part of this announcement).
Participation by Directors and senior management
Directors of the Company have indicated their intention to
participate in the Placing for up to approximately GBP41,000 in
aggregate. Further details of these subscriptions will be announced
separately in due course.
Summary of terms and conditions of Placing
By choosing to participate in the Placing and by making a verbal
offer to acquire Placing Shares, investors will be deemed to have
read and understood this announcement (including the Appendix) in
its entirety and to be making such offer on the terms and subject
to the conditions in this announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this announcement.
Posting of Circular
A circular containing details of the Proposals is expected to be
posted to Shareholders on 14 May 2019 along with a Form of Proxy to
vote at a General Meeting expected to be convened for 31 May 2019
(the "Circular"). Capitalised terms in this announcement are
defined as set out at the end of this announcement. The Circular
will be available on the Company's website, www.escapehunt.com.
-ends-
For further enquiries please contact:
Escape Hunt plc
Richard Harpham (Chief Executive Officer) +44 (0) 7584 173958
Alistair Rae (Chief Financial Officer) +44 (0) 7736 883934
Mustapha Omar (Commercial Director) +44 (0) 7767 697596
Stockdale Securities Ltd - Nominated Advisor
and Joint Broker
Daniel Harris, David Coaten - Corporate +44 (0) 20 7601
Finance 6100
Fiona Conroy - Corporate Broking
Peel Hunt LLP - Joint Broker
George Sellar, Guy Pengelley - Corporate +44 (0) 20 7418
Finance 8900
Rory James-Duff, Sohail Akbar - ECM
Yellow Jersey PR Ltd - Financial Public
Relations
+44 (0) 20 3004
Tim Thompson 9512
Harriet Jackson
Henry Wilkinson
The person arranging release of this announcement on behalf of
the Company is Alistair Rae, Chief Financial Officer of the
Company.
About Escape Hunt plc
The Group is a global leader in providing live escape-the-room
experiences with a network of owner-operated sites in the UK and a
global network of franchised outlets in six continents. The Company
was re-admitted to AIM in May 2017 and has a strategy of creating
high quality premium games and experiences, which incorporates
branded IP content.
1. INTRODUCTION
The Board announces today that the Company intends to raise a
minimum of GBP4.0 million before fees and expenses by a placing of
a minimum of 6,666,666 New Ordinary Shares at a placing price of 60
pence per Placing Share.
The Placing Price represents a discount of approximately 1.6 per
cent. to the Closing Price of 61 pence per Ordinary Share on 10 May
2019, being the last practical date prior to this announcement. The
Placing is not being underwritten.
For the Proposals to proceed, the Company requires Shareholder
approval to authorise the Directors to allot the New Ordinary
Shares and disapply statutory pre-emption rights in relation to the
issue of the New Ordinary Shares.
The purpose of this announcement is to set out the background
to, and the reasons for, the Proposals. It explains why the
Directors consider the Proposals to be in the best interests of the
Company and its Shareholders as a whole.
This announcement also contains further details related to the
Resolutions to be proposed at the General Meeting. It also
recommends that Shareholders vote in favour of all of the
Resolutions to be proposed at the General Meeting, as the Directors
intend and have irrevocably undertaken to do themselves in respect
of their own beneficial shareholdings.
2. BACKGROUND TO AND REASONS FOR THE PROPOSALS AND USE OF PROCEEDS
2.1 Background
Escape Hunt is a global provider of escape rooms, with 51
owner-operated and franchise sites worldwide and 120 employees.
Prior to the Company's reverse takeover and re-admission on AIM
in May 2017 ("Re-admission"), the Company focused on franchising.
Today the Company has a franchise network of 42 sites across 22
countries.
Following Re-admission, the Company's resources have been
largely geared towards building an owner-operated estate of escape
room sites across the UK. To date, eight new venues have been
opened (together with a further site acquired out of
administration) which have performed well (see detail below) and
have been very well-received by customers with industry leading
TripAdvisor rankings.
The Company is pleased with the performance of its UK
owner-operated sites. Sales and EBITDA have been growing steadily
across all sites, with revenue in line and EBITDA slightly ahead of
expectations for 2018 for the eight new sites. The Company's first
three sites ("1(st) Tranche"), which opened in March 2018, have in
the three months to February 2019 been achieving average weekly
revenue and EBITDA of approximately GBP10,000 and GBP2,500
respectively (with only five rooms open per site on average during
the period). The Company's second tranche of sites, which opened in
the second half of 2018, have outperformed the 1(st) Tranche,
achieving higher average weekly revenue over the first three months
of operating. While each site has come to maturity at different
times, average occupancy levels across these eight sites is close
to hitting the 40% target levels set out at the time of the
Re-admission.
The Company's target mature site model (based on 6 rooms per
site) is annual revenue and EBITDA of approximately GBP550,000 and
GBP175,000 respectively, with fit out costs (net of landlord
contributions) of approximately GBP300,000 (reaching maturity after
six months). To date, fit out costs have been approximately
GBP600,000 per site without any landlord contributions.
The Company is continually aiming to drive occupancy throughout
the estate. With this in mind, the Company delivered its first
major IP content deal in 2018 - "Doctor Who". The first Doctor Who
themed games, which have been rolled out across six sites, are
achieving higher occupancy levels (approximately 60% occupancy in
the few weeks from opening until the end of February) than the
unbranded rooms and are priced at a 25% premium to unbranded rooms.
The Company also launched a corporate focused learning and
development proposition in February 2019 and has already provided
learning and development activities to a number of blue-chip
clients.
The Company has continued to target expansion of its franchise
network and as announced on 29 April 2019, the Company signed a
heads of terms with a US franchising partner for a roll-out of new
franchisee sites across the US and Canada. Although the heads of
terms are detailed, the entry into a franchise agreement with this
partner is still subject to negotiation and agreement of a
full-form franchise agreement.
The US partner brings a wealth of experience both as a
franchisee and franchisor of a number of leisure businesses, with
dedicated management and the financial resources to execute the
anticipated roll-out. A detailed plan to address the significant
market opportunity has already been developed with this US partner
during discussions over the last six months.
In line with its ambition of growing the franchise estate by two
to three times over the medium term in conjunction with
well-resourced partners, the Company believes that this deal
represents a significant step towards achieving this goal.
The Company's typical franchise economics include a $20,000
upfront franchise fee, a 10% revenue royalty fee (shared with the
master franchisee if there is one) and a $500 monthly charge to
cover game design fees, service charges and other ancillary
services.
2.2 Next phase of development and fundraise
The Company now wishes to move to the next phase of its
development by leveraging off its reputation as a market leader in
what is still a fragmented market and to take advantage of the
growth in consumer demand for experiential leisure. Furthermore,
due to weaknesses in the retail property market, the Company is
seeing increasing interest from landlords who are prepared to make
one-off capital contributions (to date, up to GBP300,000) to the
Company on entry into new leases.
As referenced in the Company's statement on 23 January 2019, the
Board has been assimilating and analysing all information from the
owner-operated sites to shape its roll-out strategy. As detailed
above, the Board is encouraged by the performance of these sites
and having established strong supplier partnerships over the last
year and having learned much from the eight sites opened, the
Company believes that it has gone a long way to prove the model and
develop a firm foundation from which to execute its roll-out of
further owner-operated sites across the UK over the medium
term.
Funded by the proposed fundraise of a minimum of GBP4.0 million
(before expenses of the transaction), the Company plans to roll-out
a further 16 owner-operated UK sites over the next three years. The
Company already has a strong pipeline with five sites in advanced
stages of negotiation. The intention is to develop four to six UK
sites in 2019, a further 6 to 8 sites in 2020, and a further 4
sites in 2021 bringing the total estate to 25 by 2021. To the
extent additional funds are raised beyond GBP4.0 million, these
will predominantly be used to accelerate the pace of the roll-out
in the UK.
The Company sees the potential thereafter to open up to a
further 25 sites beyond 2021 taking the total number of UK sites up
to 50, with the aim of the Company becoming an industry leader in
the escape games business in the UK.
The Company's focus for 2019 is to roll-out further
owner-operated sites, conclude two large scale franchise deals
(including the US deal mentioned above); further drive occupancy
through securing new IP content deals (other licensing
opportunities are being discussed with film and TV studios) and
embedding the corporate learning and development proposition into
the business; and establish a behavioural analysis centre in
Edinburgh (following the GBP2 million grant awarded from Scottish
Enterprise).
Beyond 2019, in addition to the roll-out of further
owner-operated sites in the UK, the Company is targeting opening up
to a further 150 franchise sites globally, the reduction of
production costs by bringing some build in-house and the
monetisation of production by selling physical game solutions to
franchisees.
2.3 Use of proceeds
The gross proceeds receivable by the Company pursuant to the
Placing are expected to be a minimum of GBP4.0 million (net
proceeds of approximately GBP3.7 million after expenses).
The Company intends to use just over two thirds of the proceeds
to fund the roll-out of an additional 16 UK owner-operated sites,
with the majority of the balance to be used as working capital
contingency. To the extent additional funds are raised beyond
GBP4.0 million, these will predominantly be used to accelerate the
pace of the roll-out in the UK.
3. CURRENT TRADING AND PROSPECTS
The announcement of the Company's audited results for its
financial year ended 31 December 2018 were released today, which
includes a current trading statement. A copy of these results can
be found at www.escapehunt.com.
4. DETAILS OF THE PLACING
4.1 Structure
The Directors gave careful consideration as to the structure of
the Proposals and concluded that the Placing was the most suitable
option available to the Company and its Shareholders at this
time.
The Directors considered that the private placing process
enabled the Placing to be carried out quickly and at the most
suitable price for the Company.
The New Ordinary Shares are not being made available to the
public and none of the New Ordinary Shares are being offered or
sold in any jurisdiction where it would be unlawful to do so.
The allotment and issue of the New Ordinary Shares is
conditional on, amongst other things, the approval by Shareholders
of the Resolutions required for the Directors to allot the New
Ordinary Shares and for statutory pre-emption rights to be
disapplied in respect of such allotments. The Resolutions contain
the relevant approvals required for the Proposals.
4.2 Principal Terms of the Placing
The Joint Brokers, as agents for the Company, have severally
agreed to use their respective reasonable endeavours to procure
Placees for the Placing Shares on the terms of the Placing
Agreement. The Placing is not being underwritten.
The issue of the Placing Shares is intended to raise a minimum
GBP4.0 million (before expenses). It is expected that the proceeds
of the Placing will be received by the Company by 4 June 2019.
Under the Placing Agreement, the Company has agreed to pay to
the Joint Brokers commission based on the aggregate value of the
New Ordinary Shares placed at the Placing Price and the costs and
expenses incurred in relation to the Placing together with any
applicable VAT.
No commissions will be paid to Placees or by Placees in respect
of any New Ordinary Shares.
4.3 Application for Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Subject to,
amongst other things, Shareholder approval of the Resolutions at
the General Meeting, Admission of the New Ordinary Shares is
expected to take place, and dealings on AIM are expected to
commence, at 8.00 a.m. on 4 June 2019 (or such later time and/or
date as may be agreed between the Company and the Joint Brokers,
being no later than 5.00 p.m. on 18 June 2019).
4.4 Conditionality
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Placing Agreement is conditional, amongst other things,
upon the following:
-- the passing of the Placing Resolutions at the General Meeting; and
-- admission of New Ordinary Shares to trading on AIM becoming
effective by no later than 8.00 a.m. on 4 June 2019 (or such later
time and/or date as the Company and the Joint Brokers may agree
(being not later than 8.00 a.m. on 18 June 2019)).
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Proposals will lapse and the New
Ordinary Shares will not be allotted and issued and no monies will
be received by the Company from investors in respect of the New
Ordinary Shares. However, given the fact that the EIS Placing
Shares and VCT Placing Shares will be allotted and issued prior to
Admission, the allotment and issue of those New Ordinary Shares is
not conditional upon Admission and, once made, such allotments will
remain valid regardless of whether Admission occurs.
5. EIS/VCT
The following information is based upon the laws and practice
currently in force in the UK and may not apply to persons who do
not hold Ordinary Shares as investments.
The Company has recently received assurance from HMRC that the
Ordinary Shares in the Company are capable of qualifying for EIS
tax reliefs. Accordingly, the EIS Placing Shares will rank as
"eligible shares" and will be capable of being a "qualifying
holding" and that the Company can issue EIS3 "compliance
certificates" for the purposes of EIS.
Shareholders and investors who are in any doubt as to their tax
position or who are subject to tax in jurisdictions other than the
UK are strongly advised to consult their own independent financial
adviser immediately.
The information below is intended only as a general guide to the
current tax position under UK taxation law and is not intended to
be exhaustive. Shareholders and investors who are in any doubt as
to their tax position, or who are subject to a tax jurisdiction
other than the UK, are strongly advised to consult their
professional advisers.
5.1 EIS
The Company intends to operate so that it qualifies for the
taxation advantages offered under EIS. The main advantages are as
follows:
-- Individuals can claim a tax credit reduction of 30 per cent.
of the amount invested in the Company against their UK income tax
liability, provided they have a sufficient tax liability to reclaim
this amount, thus reducing the effective cost of their investment
to 70 pence for each GBP1 invested. However, there is an EIS
subscription limit of GBP1 million in each tax year, or GBP2
million in each tax year providing at least GBP1 million is
invested into shares in a company which qualifies as a knowledge
intensive company, and, to retain the relief, the EIS Placing
Shares must be held for at least three years.
-- UK investors (individuals or certain trustees) may defer a
chargeable gain by investing the amount of the gain in the Company.
There is no limit to the level of investment for this purpose and,
therefore, to the amount of gain which may be deferred in this way.
Note that the deferred gain will come back into charge when the EIS
Placing Shares are disposed of or if the Company ceases to qualify
as an EIS company within the three year qualifying period.
-- There is no tax on capital gains made upon disposal after the
three year period (the "Qualifying Period") of shares in an EIS
qualifying company on which income tax relief has been given and
not withdrawn.
-- If a loss is made on disposal of the EIS Placing Shares at
any time, the amount of the loss (after allowing for any income tax
relief initially obtained) can be set off against either the
individual's gains for the tax year in which the disposal occurs,
or, if not so used, against capital gains of a subsequent tax year,
or against the individual's net income of the tax year of the
disposal or of the previous tax year.
-- Provided a Shareholder has owned EIS Placing Shares for at
least two years and certain conditions are met at the time of
transfer, up to 100 per cent. business property relief will be
available, which reduces the inheritance tax liability on the
transfer of EIS Placing Shares to nil.
-- The amount of relief an investor may gain from an EIS
investment in the Company will depend on the investor's individual
circumstances.
5.2 Qualifying Period
In order to retain the EIS reliefs, an investor must hold their
shares for at least three years. A sale or other disposal (other
than an inter-spousal gift or a transfer on death) will result in
any income tax relief that has been claimed being clawed back by
HMRC. Additionally, any capital gains deferred will come back into
charge and the capital gains tax exemption will be lost. It is the
investor's responsibility to disclose a disposal to HMRC.
An individual can only be eligible for EIS relief on the
purchase of shares if all shares held by that investor are either
risk-based shares (that is, shares for which an EIS3 compliance
certificate has been or will be issued) or the original subscriber
shares which the investor has continued to hold.
Additionally, if the Company ceases to meet certain qualifying
conditions within three years from the date of the share issue, the
tax reliefs will be lost. This will be shown as the "Termination
Date" on the EIS3 compliance certificate which the Company will
issue to investors following formal approval of the share issue by
HMRC.
5.3 Advance Assurance of EIS Status
In order for investors to claim EIS reliefs relating to their
shares in the Company, the Company has to meet a number of rules
regarding the kind of company it is, the amount of money it can
raise, how and when that money must be employed for the purposes of
the trade, and the trading activities carried on. The Company must
satisfy HMRC that it meets these requirements and is therefore a
qualifying company.
Although the Company currently expects to satisfy the relevant
conditions for EIS investment, neither the Directors nor the
Company gives any warranty or undertaking that relief will be
available in respect of any investment in the EIS Placing Shares or
that the Company will continue to satisfy the conditions for EIS
investment.
5.4 VCT
The status of the Ordinary Shares as a qualifying holding for
VCT purposes will be conditional, inter alia, on the Company
continuing to satisfy the relevant requirements and on the Ordinary
Shares being held as a "qualifying holding" for VCT purposes
throughout the period of ownership.
Neither the Company nor the Directors give any warranty,
representation or undertaking that any VCT investment in the
Company will remain a qualifying holding nor have they obtained any
advance assurance from HM Revenue and Customs prior to the date of
this document. The Company cannot guarantee or undertake to conduct
its business following Admission, in a way to ensure that the
Company will continue to meet the requirements of a VCT Scheme.
VCTs considering making a qualifying VCT investment are recommended
to seek their own professional advice in order that they may fully
understand how the relief legislation may apply in their individual
circumstances.
The status of the VCT Placing Shares as a qualifying holding for
VCTs will be conditional, inter alia, upon the Company continuing
to satisfy the relevant requirements.
Although the Company currently expects to satisfy the relevant
conditions for VCT investment, neither the Directors nor the
Company gives any warranty or undertaking that an investment in the
VCT Placing Shares by a VCT will be a qualifying holding.
5.5 Structure of the EIS Placing and the VCT Placing
Ordinary Shares will be allotted and issued in certificated form
to the EIS Placees at 11:59 p.m. on 3 June 2019. Ordinary Shares
will be allotted and issued in certificated form to the VCT Placees
at 7:30 a.m. on 4 June 2019. Ordinary Shares will be delivered into
the CREST account for all other Placees of the New Ordinary Shares
(excluding the EIS and VCT Placing Shares) at 8.00 a.m. on 4 June
2019. As soon as possible after 8.00 a.m. on 4 June 2019 the EIS
and VCT Placing Shares will be dematerialised into CREST. The
subscription for Placing Shares by the EIS Placees and the VCT
Placees is not conditional on Admission.
As the rules governing EIS and VCT reliefs are complex and
interrelated with other legislation, if Shareholders and investors
are in any doubt as to their tax position, require more detailed
information than the general outline above, or are subject to tax
in a jurisdiction other than the United Kingdom, they should
consult their professional adviser.
6. SETTLEMENT AND DEALINGS
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or
paid in respect of Ordinary Shares after their issue.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Subject to
the passing of the Placing Resolutions at the General Meeting, it
is expected that Admission will become effective at 8.00 a.m. on 4
June 2019.
Settlement of the Placing will, at the option of Placees, be
within CREST. Ordinary Shares will be allotted and issued in
certificated form to the EIS Placees at 11:59 p.m. on 3 June 2019.
Ordinary Shares will be allotted and issued in certificated form to
the VCT Placees at 7:30 a.m. on 4 June 2019. Ordinary Shares will
be delivered into the CREST account for all other Placees of the
New Ordinary Shares (excluding the EIS and VCT Placing Shares) at
8.00 a.m. on 4 June 2019. As soon as possible after 8.00 a.m. on 4
June 2019 the EIS and VCT Placing Shares will be dematerialised
into CREST.
No other temporary documents of title will be issued. Definitive
share certificates for Placees not settling through CREST will be
despatched by the Registrars on or before 18 June 2019. Prior to
the despatch of such certificates, transfers will be certified
against the register of members of the Company held by the
Company's registrar.
7. GENERAL MEETING
At the General Meeting, two Resolutions will be proposed which
are required for the purpose of the Placing. Resolution 1 is an
ordinary resolution to grant the Directors authority to allot New
Ordinary Shares pursuant to the Placing. Resolution 2 is a special
resolution and disapplies statutory pre-emption rights in respect
of the issue of New Ordinary Shares pursuant to the Placing.
If the Resolutions are not passed or if Admission does not
occur, the Placing will not proceed and in which event the Company
will not proceed with its planned roll-out programme, will review
its ongoing strategy and materially scale-back its operations to
reduce ongoing costs.
8. IRREVOCABLE COMMITMENTS
All the Directors, who currently hold in aggregate 1,844,377
Ordinary Shares, representing approximately 9.10 per cent. of the
existing issued ordinary share capital of the Company, have
irrevocably undertaken to vote in favour of the Resolutions at the
General Meeting.
SECURITY DETAILS
Number of Existing Ordinary
Shares 20,259,258
TIDM ESC
ISIN GB00BDB79J29
DESC ORD GBP0.0125
SEDOL BDB79J2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Posting of the Circular, Notice of General 14 May 2019
Meeting and Form of Proxy to Shareholders
Latest time and date for receipt of 11:00 a.m. on 29 May
completed Forms of Proxy 2019
Latest time and date for receipt of 11:00 a.m. on 29 May
appointment of proxies through the CREST 2019
proxy voting service
General Meeting 11:00 a.m. on 31 May
2019
Allotment and issue of the EIS Placing 11:59 p.m. on 3 June
Shares 2019
Allotment and issue of the VCT Placing 7:30 a.m. on 4 June
Shares 2019
Admission effective and dealings expected 8:00 a.m. on 4 June
to commence in the New Ordinary Shares 2019
on AIM
Expected date by which certificates by 18 June 2019
in respect of New Ordinary Shares in
certificated form will be issued are
to be despatched to certificated Shareholders
(as applicable)
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates
change, the revised times and/or dates will be notified to
Shareholders by announcement through a Regulatory
Information Service.
References to time in this document are to London time. The
timetable above assumes that the Resolutions are
passed at the General Meeting without adjournment.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
Admission the admission of the Placing
Shares to trading on AIM becoming
effective in accordance with
Rule 6 of the AIM Rules
Admission Date the date on which Admission
becomes effective
AIM the market of that name operated
by the London Stock Exchange
AIM Rules for Companies or AIM the AIM Rules for Companies
Rules published by the London Stock
Exchange for the time being
Announcement this Announcement, including
the Appendix and the terms and
conditions set out herein
Board or Directors the board of directors of the
Company from time to time
Bookbuild the bookbuild process to be
conducted by the Joint Brokers
by which the Joint Brokers will
determine demand for participation
in the Placing by the Placees
Business Day any day on which banks are
open for business in London
other than a Saturday, Sunday
or statutory holiday
Closing Price the closing mid-market price
of an Ordinary Share on AIM
as derived from the AIM Appendix
to the Daily Official List of
the London Stock Exchange
Company Escape Hunt plc, a public limited
liability company incorporated
and registered in England and
Wales (with registration number
10184316) whose registered office
is at 3 Pear Place, London SE1
8BT
CREST the computerised settlement
system (as defined in the CREST
Regulations) operated by Euroclear
which facilitates the holding
and transfer of title to shares
in uncertificated form
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001 No.3755),
as amended
EEA European Economic Area
EIS Enterprise Investment Scheme
EIS and VCT Placing Shares together, the EIS Placing Shares
and the VCT Placing Shares
EIS Placees the proposed subscribers for
the EIS Placing Shares pursuant
to the EIS Placing
EIS Placing the proposed placing and issue
of the EIS Placing Shares with
EIS Placees at the Placing Price
pursuant to the Placing
EIS Placing Shares Placing Shares which are to
be issued to as part of the
EIS Placing
Enlarged Share Capital the issued ordinary share capital
of the Company on Admission
comprising the Existing Ordinary
Shares, the New Ordinary Shares
and any other new Ordinary Shares
issued before Admission
Escape Hunt or Group the Company and its subsidiary
undertakings
Euroclear Euroclear UK & Ireland Limited,
a company incorporated in England
and Wales and the operator of
CREST
Existing Ordinary Shares the 20,259,258 Ordinary Shares
in issue as at the date of this
document and Existing Share
Capital shall have the same
meaning
FCA the Financial Conduct Authority
of the United Kingdom
Form of Confirmation the form of confirmation or
contract note made between Peel
Hunt or Stockdale (as the case
may be) and a Placee which incorporate
by reference the terms and conditions
of the Placing contained in
this Announcement
FSMA the Financial Services and Markets
Act 2000, as amended
General Meeting the general meeting of the Company
convened pursuant to the Notice
and to be held at the offices
of Eversheds Sutherland (International)
LLP, One Wood Street, London
EC2V 7WS at 11:00 a.m. on 31
May 2019
HMRC Her Majesty's Revenue & Customs
Joint Brokers Peel Hunt and Stockdale Securities
London Stock Exchange London Stock Exchange plc
Long Stop Date 18 June 2019
MAR the EU Market Abuse Regulation
(2014/596/EU)
New Ordinary Shares the Placing Shares
Non-EIS/VCT Placing Shares Placing Shares which are not
EIS Placing Shares or VCT Placing
Shares
Notice the notice of general meeting
which is set out at the end
of this document
Official List the official list of the FCA
Ordinary Shares the ordinary shares of 1.25
pence each in the capital of
the Company
Peel Hunt Peel Hunt LLP, the Company's
joint broker
Placee a subscriber for Placing Shares
Placing the conditional placing of the
Placing Shares by the Joint
Brokers, at the Placing Price
pursuant to the Placing Agreement
Placing Agreement the placing agreement dated
13 May 2019 between the Joint
Brokers and the Company
Placing Price 60 pence per Placing Share
Placing Shares the Ordinary Shares to be allotted
and issued pursuant to the Placing
Proposals the Placing
Regulation D Regulation D under the US Securities
Act
Regulation S Regulation S under the US Securities
Act
Resolutions or Placing Resolutions the resolutions set out in the
Notice which are to be proposed
at the General Meeting for the
purpose of providing authority
to the Board to allot and issue
New Ordinary Shares, free from
any right or pre-emption
RIS shall have the same meaning
as in the AIM Rules
Securities Act the US Securities Act of 1933,
as amended
Shareholders the registered holders of Ordinary
Shares
Stockdale Securities Stockdale Securities Limited,
the Company's nominated advisor
and joint broker
UK or United Kingdom the United Kingdom of Great
Britain and Northern Ireland
Uncertificated recorded on the relevant register
of the share or security concerned
as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations
may be transferred by means
of CREST
United States or US the United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia
VCT a venture capital trust as defined
in Part 6 of the Income Tax
Act 2007
VCT Placees the proposed subscribers for
the VCT Placing Shares pursuant
to the VCT Placing
VCT Placing the proposed placing and issue
of the VCT Placing Shares with
VCT Placees at the Placing Price
pursuant to the Placing
VCT Placing Shares Placing Shares which are to
be issued to VCTs as part of
the VCT Placing
VCT Scheme Venture Capital Trust Scheme
under the provisions of Part
6 of the Income Tax Act 2007
NOTICE TO OVERSEAS SHAREHOLDERS
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Brokers or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint brokers to inform themselves
about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or
forms part of any offer to issue or sell, or the solicitation of an
offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state
of the United States and the District of Columbia (the "United
States" or the "US")), Australia, Canada, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, New Zealand or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before
taking any action.
Each Placee (as defined above) should consult with its own
advisers as to legal, tax, business and related aspects of an
acquisition of Placing Shares. The price of shares and any income
expected from them may go down as well as up and Placees may not
get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Announcement contains forward-looking statements. These
statements relate to the future prospects, developments and
business strategies of the Company. Forward-looking statements are
identified by the use of such terms as "believe", "could",
"envisage", "estimate", "potential", "intend", "may", "plan",
"will" or variations or similar expressions, or the negative
thereof. The forward-looking statements contained in this
Announcement are based on current expectations and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. If
one or more of these risks or uncertainties materialise, or if
underlying assumptions prove incorrect, the Company's actual
results may vary materially from those expected, estimated or
projected. Given these risks and uncertainties, certain of which
are beyond the Company's control, potential investors should not
place any reliance on forward-looking statements. These
forward-looking statements speak only as at the date of this
Announcement. Except as required by law, the Company undertakes no
obligation to publicly release any update or revisions to the
forward-looking statements contained in this Announcement to
reflect any change in events, conditions or circumstances on which
any such statements are based after the time they are made.
INFORMATION TO DISTRIBUTORS
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 Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of 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 Brokers 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 I
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") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, INCLUDING BY
DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II)
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSLEVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Brokers or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint brokers to inform themselves
about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or
forms part of any offer to issue or sell, or the solicitation of an
offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state
of the United States and the District of Columbia (the "United
States" or the "US")), Australia, Canada, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, New Zealand or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before
taking any action.
Each Placee (as defined above) should consult with its own
advisers as to legal, tax, business and related aspects of an
acquisition of Placing Shares. The price of shares and any income
expected from them may go down as well as up and Placees may not
get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance.
Persons who are invited to and who choose to participate in the
Placing 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 (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
Representations, warranties and acknowledgements of the
Placees
In particular, each such Placee represents, warrants and
acknowledges that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
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 Appendix;
4 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph (2) above) is located outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S;
5 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, 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 circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in a member state of
the EEA which has implemented the Prospectus Directive, or in
circumstances in which the prior consent of the Joint Brokers has
been given to each such proposed offer or resale; and
6 if it acquires EIS Placing Shares or VCT Placing Shares (the
"EIS/VCT Placing Shares"), its obligations and rights under the
Placing in respect of such EIS/VCT Placing Shares is conditional on
the Placing Agreement having become unconditional in respect of
such Placing Shares but is not conditional on Admission. It is
anticipated that the EIS Placing Shares will be issued
unconditionally on or around 11:59pm on the day immediately prior
to the Admission Date, the VCT Placing Shares will be issued on or
around 7:30am on the Admission Date, and that the Placing Shares
other than the EIS/VCT Placing Shares will be issued and Admission
will occur and dealings in the Placing Shares (including the
EIS/VCT Placing Shares) will commence at 8.00 a.m. on the Admission
Date (or such later time or date as may be agreed by the Joint
Brokers and the Company, not being later than 8.00 a.m. on the Long
Stop Date). Placees acquiring EIS/VCT Placing Shares should
therefore be aware of the possibility that the EIS/VCT Placing
Shares might be issued and that none of the remaining Placing
Shares are issued, and such Placees should also be aware that
Admission might not take place. Consequently, even if the EIS/VCT
Placing Shares have been issued, there is no guarantee that the
placing of the remaining Placing Shares will become unconditional
or that Admission will occur.
Details of the Placing Agreement, the Placing Shares and the
Bookbuild
The Joint Brokers are acting as joint brokers in connection with
the Placing and have entered into the Placing Agreement with the
Company under which they have agreed to use their respective
reasonable endeavours to procure Placees to take up the Placing
Shares, on the terms and subject to the conditions set out
therein.
The Placing Place is a fixed price of 60 pence per Placing
Share.
The Joint Brokers will today commence the Bookbuild. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The
Placing is not being underwritten.
The Joint Brokers shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
The Placing Shares will, as from the date when they are issued,
be fully paid up, rank in full for all dividends and other
distributions declared, made or paid on the Ordinary Shares after
Admission and otherwise rank pari passu in all respects with, and
be identical to, the existing Ordinary Shares then in issue.
Application for listing and admission to trading
Application will be made for admission of the Placing Shares to
trading on AIM.
It is expected that Admission of the Placing Shares will become
effective at or around 8.00 a.m. (London time) on or around 4 June
2019 and that dealings in the Placing Shares will commence at that
time (or such later time as the Company and the Joint Brokers may
agree).
Participation in, and principal terms of, the Placing
The Joint Brokers are arranging the Placing severally, and not
jointly, nor jointly and severally, as joint brokers and agents of
the Company for the purpose of procuring Placees at the Placing
Price (as defined above) for the Placing Shares.
1 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by the Joint
Brokers. Each Joint Broker may itself agree to be a Placee in
respect of all or some of the Placing Shares or may nominate any
member of its group to do so.
2 The number of Placing Shares to be issued at the Placing Price
will be agreed by the Joint Brokers (in consultation with the
Company) following completion of the Bookbuild. The number of
Placing Shares to be issued will be announced on a RIS following
the completion of the Bookbuild (the "Placing Results
Announcement").
3 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at one of the Joint
Brokers. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for. Bids may be scaled
down by the Joint Brokers on the basis referred to in paragraph 7
below.
4 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
Brokers' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Company and the Joint Brokers, to pay to them (or as the Joint
Brokers may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares that such
Placee has agreed to subscribe for and the Company has agreed to
allot and issue to that Placee. Each prospective Placee's
obligations will be owed to the Company and the Joint Brokers.
5 The Bookbuild is expected to close by 4.30 p.m. on 13 May
2019, but may be closed earlier or later at the discretion of the
Joint Brokers and the Company. The Joint Brokers may, in agreement
with the Company, accept bids, either in whole or in part, that are
received after the Bookbuild has closed.
6 The Joint Brokers may choose to accept bids, either in whole
or in part, on the basis of allocations determined in consultation
with the Company and may scale down any bids for this purpose on
such basis as they may determine. The Joint Brokers may also,
notwithstanding paragraphs 4 and 5 above, and subject to prior
agreement with each other, (a) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time and (b) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (upon agreement with the Joint Brokers) to
reduce or seek to increase the amount to be raised pursuant to the
Placing at its discretion.
7 Allocations of the Placing Shares will be determined by the
Joint Brokers after consultation with the Company (the proposed
allocations having been supplied by the Joint Brokers to the
Company in advance of such consultation). Allocations will be
confirmed orally by the Joint Brokers and a Form of Confirmation
will be despatched as soon as possible thereafter. A Joint Broker's
oral confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of the Joint Brokers and the Company, to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. Except with the Joint Brokers' consent,
such commitment will not be capable of variation or revocation
after the time at which it is submitted.
8 Each Placee's allocation and commitment to the Joint Brokers
(acting as placing agents for the Company) will be evidenced by a
Form of Confirmation issued to such Placee by the Joint Brokers.
The terms of this Appendix will be deemed incorporated in that
contract note.
9 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
10 All obligations of the Joint Brokers under the Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
11 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below under "Right to terminate
under the Placing Agreement" and will not be capable of rescission
or termination by the Placee.
12 To the fullest extent permissible by law, neither the Joint
Brokers, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Joint Brokers, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Brokers' conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Brokers and the Company may
determine.
13 The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Brokers' conduct of the
Placing.
14 All times and dates in this Announcement may be subject to
amendment. The Joint Brokers shall notify the Placees and any
person acting on behalf of the Placees of any changes.
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 Joint Brokers' obligations under the Placing Agreement in
respect of the EIS Placing Shares are conditional on, inter
alia:
1 publication of the Placing Announcement through a RIS at 7.00
am on the date of the Placing Agreement (or as soon as reasonably
practicable thereafter);
2 publication of the Placing Results Announcement through a RIS
by no later than 8:00 am (London time) on Business Day immediately
following the closing of the (or such other time and/or date as the
Joint Brokers may determine);
3 the passing by the shareholders of the Company of the
necessary shareholder resolutions to enable the Directors to issue
the Placing Shares, at a shareholder meeting to be convened on or
about 31 May 2019;
4 the EIS Placing Shares having been unconditionally allotted
and issued by the Company at or before 11:59pm on the day
immediately prior to the Admission Date
The Joint Brokers' obligations under the Placing Agreement in
respect of the VCT Placing Shares are conditional on, inter
alia:
1 all the conditions in the Placing Agreement relating to the
issue of the EIS Placing Shares having been fulfilled (or, where
applicable, waived); and
2 the VCT Placing Shares having been unconditionally allotted
and issued by the Company at or before 7:30am on the Admission
Date.
The Joint Brokers' obligations under the Placing Agreement in
respect of the Non-EIS/VCT Placing Shares are conditional on, inter
alia:
1 all the conditions in the Placing Agreement relating to the
issue of the VCT Placing Shares having been fulfilled (or, where
applicable, waived);
2 Admission occurring not later than 8:00 a.m. (London time) on
4 June 2019 (or such later time and/or date, not being later than
8:00 a.m. (London time) on 18 June 2019, as the Company and the
Joint Brokers may otherwise agree);
3 the Company having confirmed to the Joint Brokers that, prior
to the delivery of such confirmation, none of the warranties of the
Company contained in the Placing Agreement was untrue, inaccurate
or misleading on and as at the date of the Placing Agreement or
will be untrue, inaccurate or misleading immediately prior to
Admission when repeated at that time, by reference to the facts and
circumstances then subsisting;
4 the Company having complied with or performed its obligations
under the Placing Agreement to the extent that the same fall to be
performed prior to Admission;
The Joint Brokers may, at their discretion and upon such terms
as they think fit, waive compliance by the Company with the whole
or any part of any of the Company's obligations in relation to
certain conditions in the Placing Agreement save that the above
conditions relating, inter alia, to Admission taking place may not
be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Save as provided for in paragraph 6 under the heading
"Representations, warranties and acknowledgements of the Placees"
above, if: (i) any of the conditions contained in the Placing
Agreement, including those described above, is not fulfilled or
(where permitted) waived by the Joint Brokers by the relevant time
or date specified (or such later time or date as the Company and
the Joint Brokers may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
lapse 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 it (or any person
on whose behalf the Placee is acting) in respect thereof.
Neither the Joint Brokers nor any of their respective
affiliates, agents, directors, officers or employees nor the
Company shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to
waive, or to extend the time and/or date for the satisfaction of,
any condition in the Placing Agreement nor in respect of 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 within the
absolute discretion of the Joint Brokers.
Right to terminate under the Placing Agreement
Either Joint Broker is entitled, at any time before Admission,
to terminate (after such consultation with the Company where
practicable to do so) the Placing Agreement in accordance with its
terms in certain circumstances, including, inter alia:
1 any statement contained in the documents entered into by the
Company in connection with the Placing becoming untrue, inaccurate
or misleading or any matter having arisen which would, if such
documents were issued or entered into at that time, constitute a
material omission from such documents or any of them and which such
Joint Broker considers to be material and adverse in the context of
the Placing and Admission; or
2 any of the warranties given in the Placing Agreement having
been breached or being untrue, inaccurate or misleading when made
and/or that any such warranties having ceased to be true or
accurate or having become misleading (and being incapable of remedy
prior to Admission) in each case by reference to the facts and
circumstances subsisting at that time; or
3 in the opinion of the relevant Joint Broker (acting in good
faith), a Material Adverse Change (as defined in the Placing
Agreement) has occurred (whether or not foreseeable at the date of
the Placing Agreement); or
4 in the opinion of the relevant Joint Broker (acting in good
faith) there has occurred one or more specified adverse
macro-economic changes, suspension or material limitation in the
trading on AIM or the London Stock Exchange's main market for
listed securities of any securities of the Company or a general
moratorium on commercial banking activities in London or New York
which, in the opinion of either Joint Broker (acting in good faith)
would materially prejudice the success of the Placing or the
distribution of Placing Shares.
By participating in the Placing, Placees agree that the exercise
by either Joint Broker of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of such Joint Broker and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise.
Restriction on Further Issue of Shares
The Company has undertaken to the Joint Brokers that, between
the date of the Placing Agreement and 180 days after Admission, it
will not, without the prior written consent of the Joint Brokers,
inter alia: (i) allot or issue any Ordinary Shares (or any other
shares or securities in the capital of the Company) or issue any
options over Ordinary Shares (or any securities exchangeable for,
or convertible into, Ordinary Shares or other shares or securities
in the capital of the Company), or (ii) enter into or procure or
(so far as it is able) permit the Group to enter into any
commitment, agreement or arrangement, or knowingly do or permit to
be done any other act or thing which is material in the context of
the Group or the Placing and Admission and would require the
Company to make an announcement through a RIS.
By participating in the Placing, Placees agree that the exercise
by any Joint Broker of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the restrictive provisions on further issuance under
the Placing Agreement shall be within the absolute discretion of
that Joint Broker and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in the contract note to be provided to individual
Placees. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement (including this
Appendix) and all other publicly available information previously
published by the Company by notification to a RIS is exclusively
the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty or statement made by or on behalf of the Company or either
Joint Broker or any other person and none of the Company or the
Joint Brokers nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees 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 the liability of any person for fraudulent
misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BDB79J29) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST").
Subject to certain exceptions, the Joint Brokers and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares (or any part thereof) to Placees by such other means
that they deem necessary if delivery or settlement is not possible
or practicable within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a Form of Confirmation in accordance with the standing arrangements
in place with the relevant Joint Broker stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Joint Broker and settlement
instructions. 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 in respect of the Placing Shares that it has in place
with the relevant Joint Broker.
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 LIBOR as
determined by the Joint Brokers.
It is expected that settlement will be on 4 June 2019 in
accordance with the instructions set out in the Form of
Confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Brokers 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 Joint Brokers' account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any
interest and penalties relating thereto) is payable in respect of
the allocation, allotment, issue, sale, transfer or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty
or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
none of the Joint Brokers nor the Company shall be responsible for
payment thereof.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1 represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2 acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3 acknowledges that the Placing does not constitute a
recommendation or financial product advice and neither Joint Broker
has had regard to its particular objectives, financial situation or
needs;
4 acknowledges that none of the Joint Brokers, the Company, any
of their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Joint Brokers, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
5 acknowledges that the Ordinary Shares are listed on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices under the AIM Rules, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or access to such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
6 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither of
the Joint Brokers, nor their respective affiliates or any person
acting on behalf of any of them, has or shall have any liability
for any information, representation or statement contained in, or
omission from, this Announcement or any information previously
published by or on behalf of the Company, pursuant to applicable
laws, 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 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 Placing Shares is
contained in this Announcement and any information previously
published by the Company by notification to a RIS, such information
being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given, or representations, warranties or statements
made, by any of the Joint Brokers or the Company nor any of their
respective affiliates, agents, directors, officers or employees and
none of the Joint Brokers or the Company or any such affiliate,
agent, director, officer or employee 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;
7 acknowledges and agrees that it may not rely, and has not
relied, on any investigation that either Joint Broker, any of their
affiliates or any person acting on their behalf, may have conducted
with respect to the Placing Shares or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of the information from the London Stock
Exchange or any other information; each Placee further acknowledges
that it has conducted its own investigation of the business,
financial and other position of the Company and made its own
assessment of the Placing Shares and has received all information
it believes necessary or appropriate in connection with its
investment in the Placing Shares;
8 acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares;
9 acknowledges that none of the Joint Brokers, their respective
affiliates or any person acting on behalf of any of them has or
shall have any liability for any information made publicly
available by or in relation to the Company or any representation,
warranty or statement relating to the Company or the Group
contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10 represents and warrants that it, and any prospective
beneficial owner for whose account or benefit it is purchasing the
Placing Shares, is and, at the time the Placing Shares are
subscribed for will be located outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S;
11 represents and warrants that it has not been offered to
purchase or subscribe for Placing Shares by means of (i) any
"directed selling efforts" as defined in Regulation S, or (ii) any
form of "general solicitation" or "general advertising" within the
meaning of Rule 502(c) of Regulation D in connection with any offer
or sale of Placing Shares in the United States;
12 confirms that it understands that the Placing Shares:
(a) have not been and will not be registered or otherwise
qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation
of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa, or any state, province, territory or
jurisdiction thereof;
(b) may not be offered, sold, or delivered or transferred,
directly or indirectly, in or into the above jurisdictions or any
jurisdiction (subject to certain exceptions) in which it would be
unlawful to do so and no action has been or will be taken by any of
the Company, the Joint Brokers or any person acting on behalf of
the Company or the Joint Brokers that would, or is intended to,
permit a public offer of the Placing Shares in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that
purpose is required;
13 unless otherwise specifically agreed with the Joint Brokers,
confirms that it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
Japan, New Zealand, the Republic of South Africa or any province or
territory of Canada;
14 confirms that it, and any prospective beneficial owner for
whose account or benefit it is purchasing the Placing Shares: (i)
is not a US Person (as defined in Regulation S) and is, and at the
time the Placing Shares are subscribed for will be, located outside
the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; (ii) is aware of the restrictions on the offer and
sale of the Placing Shares pursuant to Regulation S, including that
Rule 904 of Regulation S regarding "Offshore Resales" is not
applicable to "affiliates" (as defined in Rule 405 under the
Securities Act) of the Company; and (iii) has not been offered to
purchase or subscribe for Placing Shares by means of any "directed
selling efforts" as defined in Regulation S;
15 confirms that it understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and
may not be offered, sold or resold in or into or from the United
States or to, or for the account or benefit of, US Persons (as
defined in Regulation S) except pursuant to an effective
registration under the US Securities Act, or pursuant to an
exemption from the registration requirements of the US Securities
Act and in accordance with applicable state securities laws;
16 confirms that it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any
other presentational or other materials concerning the Placing in
or into or from the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa (including electronic
copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials
to any such person;
17 acknowledges that in making any decision to acquire Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for or purchasing the Placing Shares;
(b) will not look to either Joint Broker for all or part of any
loss it may suffer as a result of any such subscription or
purchase;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares; and
(e) has no need for liquidity with respect to its investment in the Placing Shares;
18 if it indicates to either Joint Broker that it wishes to
subscribe for VCT Placing Shares, confirms that:
(a) it is a VCT, subscribing for such VCT Shares pursuant to the
Placing using VCT funds; and
(b) confirms that the date on which it raised funds was on or after 6 April 2012;
19 if it indicates to either Joint Broker that it wishes to
subscribe for EIS Placing Shares, confirms that the beneficial
owner of such shares will be a "qualifying investor" within the
meaning of section 162 Income Tax Act 2007;
20 represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that 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;
21 represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, MAR and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 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, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
22 acknowledges that in order to ensure compliance with the
Regulations, either Joint Broker (for itself and as agent on behalf
of the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity, location or legal
status. Pending the provision to the Joint Brokers or the Company's
registrars, as applicable, of evidence of identity, location or
legal status, definitive certificates in respect of the Placing
Shares may be retained at the Joint Brokers' absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed in the Joint Brokers' or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity, location or legal status, either Joint Broker (for itself
and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, either the
relevant Joint Broker and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptable of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
23 represents and warrants that 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, warranties, representations, undertakings, and
agreements herein on behalf of each such person; and (ii) it is and
will remain liable to the Company and/or the Joint Brokers 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);
24 if a financial intermediary (as that term is used in Article
3(2) of the EU Prospectus Directive), represents, warrants and
undertakes that the Placing Shares purchased 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 a Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Brokers has
been given to the offer or resale;
25 represents, warrants and undertakes that 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;
26 represents, warrants and undertakes that it has not offered
or sold and will not, prior to Admission, offer or sell any Placing
Shares to persons in the EEA 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 in and which will not result in an offer to the public
(within the meaning of the Prospectus Directive) in any member
state of the EEA;
27 represents, warrants and undertakes that it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
28 represents, warrants and undertakes that it has complied and
will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
29 represents and warrants, if in a member state of the European
Economic Area, unless otherwise specifically agreed with the Joint
Brokers in writing, that it is a "Qualified Investor";
30 represents and warrants, if in the United Kingdom, that it is
a person (i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
this Announcement may otherwise lawfully be communicated;
31 acknowledges and agrees that no action has been or will be
taken by either the Company or the Joint Brokers or any person
acting on behalf of the Company or the Joint Brokers 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;
32 represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that 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 to enable it
to commit to this 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 Appendix) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in the Joint Brokers, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
33 undertakes that it (and any person acting on its behalf) will
make payment in respect of the Placing Shares allocated to it in
accordance with this Appendix on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other acquirers or sold as the Joint Brokers may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
fall short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any interest or penalties) which may arise upon such
placing or sale of such Placee's Placing Shares;
34 acknowledges that neither of the Joint Brokers, nor any of
their respective affiliates, agents, directors, officers or
employees is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that its participation in the
Placing is on the basis that it is not and will not be a client of
either Joint Broker in connection with its participation in the
Placing and that neither Joint Broker has any duty nor
responsibility to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
35 undertakes that 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 of the Joint Brokers 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 ("Indemnified Taxes"). Each
Placee and any person acting on behalf of such Placee agrees to
indemnify the Company and the Joint Brokers on an after-tax basis
in respect of any Indemnified Taxes;
36 agrees to indemnify on an after tax basis and hold the
Company, the Joint Brokers and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of its 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;
37 except as set out in paragraph 38 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
38 if it has received any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities, confirms that it has received
such information within the market soundings regime provided for in
article 11 of MAR and associated delegated regulations and it has
not: (i) dealt (or attempted to deal) in the securities of the
Company; (ii) encouraged, recommended or induced another person to
deal in the securities of the Company; or (iii) unlawfully
disclosed inside information to any person, prior to the
information being made publicly available;
39 if it is a pension fund or investment company, confirms that
its purchase of Placing Shares is in full compliance with
applicable laws and regulations;
40 agrees that the Company, the Joint Brokers and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements, agreements, and undertakings which are given to
the Joint Brokers for itself and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and the Joint
Brokers 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;
41 acknowledges that none of the Company or the Joint Brokers
owes any fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement;
42 acknowledges and agrees that its commitment to take up
Placing Shares on the terms set out in this Announcement (including
this Appendix) will continue notwithstanding any amendment that may
or 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 or the Joint
Brokers' conduct of the Placing;
43 acknowledges that its allocation (if any) of Placing Shares
will represent a maximum number of Placing Shares which it will be
entitled, and required, to subscribe for, and that the Joint
Brokers or the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum; and
44 acknowledges that time is of essence as regards its
obligations under this Appendix; and
45 acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and Wales 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 contract (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by
either the Company or either Joint Broker 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.
The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company as well as each of the Joint Brokers and are
irrevocable. Each Placee, and any person acting on behalf of the
Placee, acknowledges that neither the Company nor either of the
Joint Brokers owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings,
acknowledgements, agreements or indemnities in the Placing
Agreement.
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as 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 also assumes 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 Brokers will
be responsible and the Placees shall indemnify the Company and the
Joint Brokers on an after-tax basis for any stamp duty or stamp
duty reserve tax paid 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 Brokers accordingly. Placees are
advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company and the Joint Brokers are not liable to bear any
transfer taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees or for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify the Joint Brokers
accordingly. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold each of the Joint Brokers and the Company
and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that any Joint Broker or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares and that, in
the event that the Joint Brokers fail to procure Placees for any of
the Placing Shares then the Joint Brokers will, as principal,
subscribe for such Placing Share.
When a Placee or person acting on behalf of the Placee is
dealing with a Joint Broker, any money held in an account with such
Joint Broker 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 the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from such Joint
Broker's money in accordance with the client money rules and will
be used by such Joint Broker in the course of its own business and
the Placee will rank only as a general creditor of such Joint
Broker.
All times and dates in this Announcement may be subject to
amendment. The Joint Brokers shall notify the Placees and any
person acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOECKBDKKBKBDPD
(END) Dow Jones Newswires
May 13, 2019 02:01 ET (06:01 GMT)
Xp Factory (LSE:XPF)
Historical Stock Chart
From Jun 2024 to Jul 2024
Xp Factory (LSE:XPF)
Historical Stock Chart
From Jul 2023 to Jul 2024