TIDMSPA
RNS Number : 8016V
1Spatial Plc
26 July 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO,
OR WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
NEW ZEALAND OR THE UNITED STATES OR IN TO ANY OTHER JURISDICTION
WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES
OF 1SPATIAL PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
26 July 2018
1SPATIAL PLC
("1Spatial", the "Company" or the "Group")
LAUNCH OF PLACING VIA ACCELERATED BOOKBUILD
Proposed Placing to Strengthen Balance Sheet, Continued Customer
Momentum and Share Consolidation
1Spatial plc, the global geospatial software and solutions
company, is pleased to announce a proposed fundraising of up to
GBP8 million (net of expenses) via an accelerated bookbuild placing
to institutional investors, alongside a proposed share
consolidation; such that every 10 Existing Ordinary Shares are
consolidated into one Consolidated Ordinary Share. The Placing is
being conducted at a price equivalent to 3.75 pence per share, or
37.5 pence per share as adjusted, when taking into account the
impact of the Share Consolidation (the "Placing Price").
The Company intends to invest the majority of the proceeds of
the Placing into customer acquisition; including the repayment of
its current overdraft facility, which would have the effect of
materially improving the Company's credit rating and thereby
strengthening its position in the tendering process for customer
contracts. The balance of the Placing proceeds is intended to be
deployed in further development of the Company's technology and for
working capital purposes generally.
The Placing is being managed by Nplus1 Singer Advisory LLP ("N+1
Singer"), acting as sole book runner. The final number of Placing
Shares to be placed will be confirmed by N+1 Singer at the close of
the bookbuild process, and the result of the Placing will be
announced as soon as practicable thereafter. The timing for the
close of the bookbuild process will be at the absolute discretion
of N+1 Singer.
The Placing is now open with immediate effect.
Andy Roberts, Non-Executive Chairman of 1Spatial, commented:
"After the successful conclusion of the first phase of
1Spatial's turnaround, thus creating a strong financial and
operational platform from which to grow, we have now entered the
exciting second phase - building on our strong market position and
becoming the market leader in location master data management
solutions in our target sectors.
The Company continues to trade in-line with market and Board
expectations and is delighted to confirm that it has been awarded a
number of contracts to provide its data management solutions to a
UK infrastructure provider, in addition to seeing a number of
significant potential opportunities, demonstrating continued
success on the Company's strategy.
Today's placing provides the Company with the resource to
accelerate its objectives and will maximise the potential value of
our cutting edge, patented technology with market-leading
intellectual property."
The Placing is conditional on, inter alia, the passing of the
Resolution to be proposed at a General Meeting expected to be held
at the offices of N+1 Singer, 1 Bartholomew Lane, London EC2N 2AX
at 10 a.m. on 20 August 2018. A circular which will provide further
details of the Placing and include a notice convening the General
Meeting (the "Circular") is expected to be sent to Shareholders and
be available on the Company's website in the coming few days.
Terms used but not defined in this announcement shall have the
meanings given to such terms in the Circular. This announcement
contains inside information for the purposes of Article 7 of EU
Regulation 596/2014 ("MAR"). In addition, market soundings (as
defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and
its securities.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2018(1)
Publication of the Circular and Forms of Proxy by no later than
3 August
Latest time and date for receipt of Forms
of Proxy 10 a.m. on 16 August
General Meeting 10 a.m. on 20 August
Record Date in respect of the Share Consolidation 6 p.m. on 20 August
Admission and dealings in the New Ordinary
Shares expected to commence on AIM 8 a.m. on 21 August
Where applicable, expected date for CREST
accounts to be credited in respect of New
Ordinary Shares in uncertificated form 21 August
Where applicable, expected date for despatch
of definitive share certificates for New Ordinary by no later than
Shares in certificated form 4 September
Notes:
1. Each of the above dates and times are subject to change at
the absolute discretion of the Company. In the event of the
adjustment of any of the above dates or times, details of the new
dates and times will be notified via an RNS and, where appropriate,
to Shareholders.
ENQUIRIES:
1Spatial plc
Claire Milverton / Andy Roberts 01223 420 414
N+1 Singer
Shaun Dobson / Lauren Kettle 020 7496 3060
FTI Consulting
Dwight Burden / Alex Le May 020 3727 1000
LEI Code: 213800VG7OZYQES6PN67
About 1Spatial
1Spatial is a software solutions provider and global leader in
managing geospatial data. We work with our clients to deliver real
value by making data current, complete and consistent through the
use of automated processes - ensuring that decisions are always
based on the highest quality information available.
Our unique, rules-based approach delivers enterprise-scale,
cross-platform, automation to all stages of the data lifecycle. It
builds confidence in the data while reducing the time and cost of
stewardship. Our global clients include national mapping and land
management agencies, utilities, transportation organisations,
government departments, emergency services, defence and census
bureaus.
A leader in our field, we have a wealth of experience and a
record of continual innovation and development. We partner with
some of the leading technology vendors including, Esri and
Oracle.
For more information visit www.1spatial.com
Background to and reasons for the Placing
In its annual report for the financial year to 31 January 2017,
the Company set out its objectives for the year to 31 January 2018
and beyond, including a renewed focus on the business and a
strategic review leading to the restructure of the Company making
it leaner and more commercially focused, and a key objective of
achieving profitability at adjusted EBITDA level.
As detailed further in its financial results for the year to 31
January 2018, the Directors are pleased to report successful
execution of its stated objectives and completion of the first
stage of its turnaround of the business, including the
establishment of a strong financial and operational platform from
which to grow.
The Company is well positioned in the geospatial market, with a
clear strategy and having developed, in the Directors' view, a
cutting edge, patented technology with market-leading intellectual
property. It is intended that the proceeds of the Placing will be
invested in customer acquisition and technology, in order to
maintain the Company's position in the market and with the
aspiration of it becoming the market leader in location master data
management ("LMDM") solutions in its target sectors of government,
utilities and transportation.
Investment in Customer Acquisition
LMDM solutions enable clients to consolidate and view their
various databases containing spatial information via one solution.
During the financial year ending 31 January 2018, the Company
renewed investment in its key software tool, 1Integrate, with a
focus on the automation of cleansing, processing and integrating
large amounts of spatial data. On 8 May 2018, the Company launched
its new Data Gateway product, an additional module for 1Integrate
and added new data types to the 1Integrate technology, opening up
new potential markets for 1Spatial, including facilities management
and LMDM.
The Directors see further opportunities to embed the Company's
1Integrate software within market-led solutions, including
SaaS-based solutions which would allow for spatial and other data
to be managed via one central platform; intended for organisations
needing to cleanse, process and integrate spatial information
within other data at rapidly increasing rates and working to the
strength of the 1Integrate solution.
By employing a 'land and expand' strategy, the Company aims to
embed its solution within a particular vertical within a potential
client, with a view to rolling out across the client organisation
based on the success of its deployment. Although management is
seeing significant sizeable customer acquisition opportunities and,
importantly, continuing to deliver on such opportunities, it is
finding the tendering process increasingly challenging.
When customers engage with the Company, they will often review
the Company's historic financial statements, as well as performing
their own credit checks. The Company's balance sheet as at 31
January 2018 showed positive net assets, but negative net tangible
assets (i.e. after excluding intangible assets). As a result there
are opportunities for which the Company is either unable to pitch,
or is able to pitch but ultimately unsuccessful on the basis of its
credit rating, or is successful but on less attractive terms.
Furthermore, the Company is often asked to produce additional
documentation to prove its ongoing creditworthiness, requiring
management time and resource.
The Company intends to invest GBP5 million of the proceeds of
the Placing into customer acquisition, including the repayment of
its overdraft facility. This is expected to materially improve the
Company's credit rating and strengthen its position in the
tendering process and contract negotiation.
Investment in Technology
The Directors intend to deploy approximately GBP2 million of the
proceeds of the Placing to invest in further development of its
technology; the majority of which (approximately GBP1.3 million) is
to be spent on the development of the Company's SaaS platform. The
balance will be deployed as follows:
- to continue to develop the Company's mobile applications portfolio;
- to build 3D data into the 1Integrate solution, a capability
increasingly being requested by the Company's customers; and
- to build volume-based pricing capabilities into the Company's
data solutions, enabling it to adjust its pricing model based on
data volumes passing through its solutions.
Current Trading and Prospects
As reported in its financial results for the year to 31 January
2018, the Company saw strong early performance in the first quarter
of the 2018/2019 financial year, and continues to trade in-line
with market and Board expectations.
1Spatial is pleased to confirm that it has been awarded a number
of contracts to provide its data management solutions to a UK
infrastructure provider, demonstrating real success on the
Company's strategy in a key sector. The contracts follow a Proof of
Concept awarded in October 2017, during which the Company's team
demonstrated that its technology was able to fulfil the client's
needs for spatial data flow management between the enterprise and
its supply chain. Following on from the initial contract and on the
strength of its offering and the services provided during this
initial phase, the Company has been awarded further contracts for
software and services, with the majority of the software and
services targeted for delivery by early 2019.
Furthermore, the Company is seeing a number of significant
potential opportunities, including with current customer Northern
Gas Networks Limited ("Northern Gas"). Northern Gas first became a
customer of the Company in September 2017 with one project, which
has now expanded in number to six projects and which the Company
considers an example of its ability to develop solutions which can
be repeated and sold in the same vertical market.
1Spatial is currently working on a number of opportunities
within the US, including with a large US technology company on a
new contract, following a successful proof of concept in 2017. The
agreement, would be for facilities management LMDM, and the Company
sees significant account expansion opportunities. The Company is
also engaged with a US government agency on a potential new
contract for a large LMDM technology opportunity and with a major
international consulting company, also in the US, for a
go-to-market partnership agreement to embed 1Spatial technology
into a cloud-based SaaS platform for 911 emergency services.
The Directors recognise the importance of incentivising
management to deliver long-term value creation for Shareholders and
ensure alignment with Shareholder interests. As such, the Company's
remuneration committee is actively considering proposals for a new
long-term incentive plan and will consult with a number of the
Shareholders shortly as to the terms of the proposed plan.
The Share Consolidation
The Company currently has 760,455,788 Existing Ordinary Shares
of 1 penny each in issue, including 3,196,356 Existing Ordinary
Shares which are held in treasury, with a closing mid-market price
of 4 pence per Existing Ordinary Share (as at 25 July 2018, being
the latest practicable Business Day prior to the date of this
announcement). The Board believes that the Share Consolidation will
improve the marketability of the Ordinary Shares by way of a higher
share price and hopes to reduce volatility in the Company's share
price by narrowing the spread of its bid and offer price.
It is therefore proposed, pursuant to the Share Consolidation,
that the Existing Ordinary Shares of 1 penny each in nominal value
are consolidated on a 10 for 1 basis, such that every 10 Existing
Ordinary Shares are consolidated into one Consolidated Ordinary
Share of 10 pence in nominal value. Assuming a share capital of
760,455,788 Existing Ordinary Shares immediately prior to the
Record Date; following completion of the Share Consolidation, the
Company will have 76,045,578 Consolidated Ordinary Shares in
issue.
No Shareholder will be entitled to a fraction of a Consolidated
Ordinary Share. Instead, their entitlement will be rounded down to
the nearest whole number of Consolidated Ordinary Shares. Remaining
fractional entitlements to Consolidated Ordinary Shares will be
aggregated and sold on behalf, and for the benefit, of the Company.
If a Shareholder holds fewer than 10 Existing Ordinary Shares as at
the Record Date, such that the rounding down process results in a
Shareholder being entitled to zero Consolidated Ordinary Shares,
then as a result of the Share Consolidation they will cease to hold
any Ordinary Shares (of any description) in the capital of the
Company.
The Placing
The Company is proposing to raise GBP8 million (net of expenses)
through the conditional allotment of the Placing Shares at the
Placing Price, which represents a discount of 6.25 per cent. to the
adjusted closing middle market price, taking into account the
impact of the Share Consolidation, of 4 pence per Existing Ordinary
Share on 25 July 2018, being the latest Business Day prior to the
release of this announcement.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, N+1 Singer has
conditionally agreed to use its reasonable endeavours, as agent for
the Company, to place the Placing Shares with certain institutional
and other investors. The Placing has not been underwritten. The
Placing Agreement is conditional upon the conditions set out at
clause 2 of the same including, inter alia, the Resolution being
duly passed at the General Meeting and Admission becoming effective
on or before 8.00 a.m. on 21 August 2018 (or such later time and/or
date as the Company and N+1 Singer may agree, but in any event by
no later than 8.00 a.m. on 4 September 2018).
The Placing Agreement contains warranties from the Company in
favour of N+1 Singer in relation to, inter alia, the accuracy of
the information to be contained in the Circular and other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify N+1 Singer in relation to certain
liabilities it may incur in respect of the Placing. N+1 Singer has
the right to terminate the Placing Agreement in certain
circumstances as set out in clause 14 of the same prior to
Admission, in particular, in the event that any of the warranties
given to N+1 Singer in the Placing Agreement are untrue or
inaccurate in any respect; the failure of the Company to comply in
any material respect with its obligations under the Placing
Agreement; the occurrence of a force majeure event or a material
adverse change affecting the condition, the earnings or business
affairs or prospects of the Group as a whole, whether or not
arising in the usual course of business or; any statement contained
in the Circular, Form of Proxy, Placing Agreement, Investor
Presentation or other document published by the Company or on its
behalf in relation to the Placing is or has become untrue.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (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 INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN 1SPATIAL PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT 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. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE
DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER
THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, N+1 Singer Advisory LLP
("N+1 Singer") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares 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 the Financial Services and Markets Act 2000 (as amended)
(the "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
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Company and N+1 Singer that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of N+1 Singer has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and
subject to any further terms set forth in the form of confirmation
to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, the Company or any other person and none of N+1 Singer, the
Company or any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor N+1 Singer is making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, N+1
Singer, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Existing Ordinary Shares after the date of issue of the
Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on 21 August 2018
and that dealings in the Placing Shares on AIM will commence at the
same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and broker to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the FCA and is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
N+1 Singer or for providing advice in relation to the matters
described in this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer to participate.
N+1 Singer and any of its respective affiliates are entitled to
participate in the Placing as principal.
3 The price per Placing Share (the "Placing Price") is fixed at
37.5 pence and is payable to N+1 Singer as agent of the Company by
all Placees.
4 Each Placee's allocation is determined by N+1 Singer in its
discretion following consultation with the Company and has been or
will be confirmed orally by N+1 Singer and a form of confirmation
will be dispatched as soon as possible thereafter. That oral
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of N+1 Singer and the Company, under which it agrees to
acquire the number of Placing Shares allocated to the Placee at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with N+1 Singer's written
consent, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by N+1 Singer. The terms
of this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to N+1 Singer (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of N+1 Singer 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 "Termination of the
Placing".
9 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 and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with N+1 Singer
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of N+1 Singer), (d) any person acting
on N+1 Singer's behalf, shall have any liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to
any other person whether acting on behalf of a Placee or otherwise.
In particular, neither N+1 Singer nor any of its respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as N+1 Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to N+1 Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00BFZ45C84) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 21 August 2018 unless otherwise notified
by N+1 Singer and Admission is expected to occur no later than 8
a.m. on 21 August 2018 unless otherwise notified by N+1 Singer.
Admission and Settlement may occur at an earlier date, which if
achievable, will be set out in the Circular. Settlement will be on
a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and N+1 Singer may agree that the Placing Shares should be issued
in certificated form. N+1 Singer reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee is deemed to agree that, if it does not comply with
these obligations, N+1 Singer may sell, charge by way of security
(to any funder of N+1 Singer) or otherwise deal with any or all of
that Placee's Placing Shares on such Placee's behalf and retain
from the proceeds, for N+1 Singer's own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due and any costs and expenses properly incurred by N+1
Singer as a result of the Placee's failure to comply with its
obligations. The relevant Placee will, however, remain liable for
any shortfall below the amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of its Placing Shares on such
Placee's behalf. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until such
time as it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the posting of the Circular and Form of Proxy to the
shareholders of the Company entitled to receive the same by 5pm on
the date of the Placing Agreement;
(b) the passing of the Resolution set out in the Circular
(without any amendment which has not been previously approved by
N+1 Singer) at the General Meeting (or any adjournment
thereof);
(c) each of the warranties contained in the Placing Agreement
being and remaining true, accurate and not misleading until
Admission;
(d) the Company having complied in all material respects with
its obligations and having satisfied the conditions under the
Placing Agreement which fall to be performed or satisfied prior to
Admission;
(e) the Placing Agreement not having been terminated by N+1
Singer in accordance with its terms;
(f) the completed AIM Application (and all other documents
required to be submitted with the AIM Application) being delivered
to the London Stock Exchange in accordance with rules of the AIM
Rules for Companies by no later than 8 a.m. on the date which is
three Business Days prior to the date of Admission;
(g) the release of this Announcement through the Regulatory
Information Service by no later than 8 a.m. on the date of the
Placing Agreement;
(h) the delivery to N+1 Singer at or on the date of (but prior
to) Admission, of a confirmation letter signed by a Director of the
Company or duly authorised officer of the Company;
(i) the Placing Shares having been allotted, subject only to Admission;
(j) the documents referred to in clauses 6 and 7.1 of the
Placing Agreement having been delivered; and
(k) Admission occurring by not later than 8 a.m. on 21 August
2018 (or such later date as the Company and N1 Singer may agree in
writing, in any event being not later than the Long Stop Date),
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and N+1 Singer may agree, provided
that the time for satisfaction of the condition set out in (k)
above shall not be extended beyond 8 a.m. on 4 September 2018), or
the Placing Agreement is terminated in accordance with its terms,
the Placing will lapse and the Placees' rights and obligations
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by N+1
Singer, in its absolute discretion by notice in writing to the
Company and N+1 Singer may also agree in writing with the Company
to extend the time for satisfaction of any condition. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of N+1 Singer.
Termination of the Placing
N+1 Singer may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, inter alia:
1 any of the warranties and undertakings in the Placing
Agreement were not true or accurate, or were misleading when given
or deemed given; or
2 the Company fails to comply with its obligations under the
Placing Agreement or the terms of the Placing, which N+1 Singer
considers material in the context of the Placing; or
3 any statement contained in the Issue Documents is or has
become untrue, inaccurate or misleading in any respect or a matter
has arisen which would constitute a material omission from the
Issue Documents; or
4 there has occurred a force majeure event, or any adverse
change has occurred in the condition or the earnings, business
affairs or business prospects of the Company and its subsidiary
undertakings (taken as whole) whether or not arising in the
ordinary cause of business; or
5 there has occurred a suspension or cancellation by the London
Stock Exchange of trading in the Company's securities; or
6 there has occurred any material adverse change in the
financial markets in the United Kingdom or the international
financial markets, any outbreak of hostilities or escalation of
hostilities or other calamity or crisis or any change or
development involving a prospective change in national or
international political, financial or economic conditions, or
currency exchange rates; or
7 if trading generally on the London Stock Exchange has been
suspended or limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by
such exchange or by such system or by order of any governmental
authority, or a material disruption has occurred in commercial
banking or securities settlement or clearance services in Europe;
or
8 a banking moratorium has been declared by UK authorities; or
9 there has occurred an adverse change or a prospective adverse
change since the date of this Agreement in UK taxation affecting
the Shares or the transfer of the Shares or the imposition of
exchange controls by the United Kingdom.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and N+1 Singer that the exercise by the Company or N+1
Singer of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or N+1 Singer and that neither the
Company nor N+1 Singer need make any reference to such Placee and
that neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) to the Company and N+1 Singer that in each case
as a fundamental term of such Placee's application for Placing
Shares (save where N+1 Singer expressly agrees in writing to the
contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company
other than the information in this Announcement, or the Publicly
Available Information; nor has it requested any of N+1 Singer, the
Company, any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
5 neither N+1 Singer, any person acting on behalf of them or any
of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) neither N+1
Singer, the Company nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; (c) it has
conducted its own investigation of the Company, the Placing and the
Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing; and (d) has not relied on
any investigation that N+1 Singer or any person acting on their
behalf may have conducted with respect to the Company, the Placing
or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
persons acting on behalf of it is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
any state or other jurisdiction of the United States, Australia,
Canada, Japan, the Republic of Ireland or the Republic of South
Africa, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of any state or other jurisdiction of
the United States, Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 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 (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15 neither N+1 Singer, its respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of N+1
Singer and N+1 Singer has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
17 no action has been or will be taken by any of the Company,
N+1 Singer or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither N+1 Singer nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and N+1 Singer in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of N+1 Singer or transferred to a
CREST stock account of N+1 Singer who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and N+1 Singer
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23 it is a Qualified Investor and it undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by N+1 Singer as an authorised
person under section 2 of FSMA and therefore is not subject to the
same controls applicable to a financial promotion made by an
unauthorised person;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer has been given to the offer or
resale;
27 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28 neither N+1 Singer nor any of its respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29 neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of N+1 Singer, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of N+1 Singer's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30 acknowledges and accepts that N+1 Singer may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions;
31 N+1 Singer and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by N+1 Singer and/or any of
its respective affiliates, acting as an investor for its or their
own account(s). Neither N+1 Singer nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
32 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (together, the "Regulations") and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
33 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
34 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (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. Pending the
provision to N+1 Singer's or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at N+1 Singer's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at N+1 Singer's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity N+1 Singer's (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
35 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or N+1
Singer's conduct of the Placing;
36 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
37 it irrevocably appoints any duly authorised officer of N+1
Singer as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
38 the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to N+1 Singer, on their own behalf and on behalf of the
Company and are irrevocable;
39 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
40 time is of the essence as regards its obligations under this Appendix;
41 it will be bound by the Company's articles of association;
42 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
43 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
44 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any 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 the Company or N+1 Singer in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by N+1 Singer, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and N+1 Singer in the event that
either the Company and/or N+1 Singer has incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer may (at its absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from N+1 Singer's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the New Ordinary Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules
"AIM" the AIM Market operated by the London Stock
Exchange
"AIM Application" the application form to be submitted to the
London Stock Exchange in respect of the New
Ordinary Shares in connection with Admission
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
"Business Day" means a day (excluding Saturdays and Sundays)
on which banks are generally open for normal
banking business
"certificated form" an Ordinary Share recorded on a company's
or "in certificated share register as being held in certificated
form" form (namely, not in CREST)
"Company" 1Spatial plc, a company incorporated and registered
in England and Wales under the Companies Act
1985 with registered number 05429800
"Consolidated Ordinary the consolidated ordinary shares of 10 pence
Shares" each in the capital of the Company arising
on completion of the Share Consolidation
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755)
"Directors" or "Board" the directors of the Company, or any duly
authorised committee thereof
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the 763,652,144 Ordinary Shares in issue at
Shares" the date of this announcement, all of which
are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection with
the Notice of General Meeting
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company to be held
at the offices of N+1 Singer, 1 Bartholomew
Lane, London EC2N 2AX at 10 a.m. on 20 August
2018, notice of which will accompany the Circular
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Placing Shares and the Consolidated Ordinary
Shares
"N+1 Singer" Nplus1 Singer Advisory LLP, the Company's
nominated adviser and broker
"Notice of General the notice convening the General Meeting to
Meeting" be posted to Shareholders with the Circular
"Ordinary Shares" ordinary shares in the capital of the Company
having a nominal value of 1 penny each prior
to the Share Consolidation becoming effective
and having a nominal value of 10 pence each
upon the Share Consolidation becoming effective
"Placing" the conditional placing of the Placing Shares
by N+1 Singer, as agent on behalf of the Company,
pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated 25 July 2018
and made between the Company and N+1 Singer
in relation to the Placing
"Placing Price" 37.5 pence per Placing Share
"Placing Shares" the Ordinary Shares to be issued by the Company
pursuant to the Placing
"Record Date" 6 p.m. on 20 August 2018 (or such other time
and date as the Directors may determine)
"Resolution" the special resolution to be proposed at the
General Meeting as set out in the Notice of
General Meeting
"Share Consolidation" the proposed consolidation of the Company's
ordinary share capital pursuant to which each
10 Existing Ordinary Shares will be consolidated
into one Consolidated Ordinary Share pursuant
to the Resolution
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern
Ireland
"uncertificated" an Ordinary Share recorded on a company's
or "in uncertificated share register as being held in uncertificated
form" form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"United States" the United States of America, its territories
or "US" and possessions, any state of the United States
of America and the District of Columbia
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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
IOEDBGDRLBDBGIU
(END) Dow Jones Newswires
July 26, 2018 02:02 ET (06:02 GMT)
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