TIDMSTAF
RNS Number : 6168D
Staffline Group PLC
27 June 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, JAPAN, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS
ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN STAFFLINE
GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION ("MAR"). UPON THE PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
27 June 2019
Staffline Group plc
("Staffline", the "Company" or the "Group")
Proposed Placing to raise up to GBP34 million via an accelerated
bookbuild
and
Proposed Open Offer to raise up to approximately GBP7
million
Staffline (AIM:STAF), the Recruitment and Training group,
announces that it is proposing to raise up to GBP41 million, before
expenses, by way of a Placing to raise up to GBP34 million and an
Open Offer to raise up to GBP7 million (the "Transaction") at a
price of 100 pence per share (the "Issue Price"). The net proceeds
of the Transaction will allow the Group to reduce its
indebtedness.
Staffline has also announced its results for the financial year
ended 31 December 2018 earlier today. The Company's Annual Report
is available on the Company's website at
https://www.stafflinegroupplc.co.uk/investor-relations/.
Key Highlights
-- Proposed Placing of up to GBP34 million (before expenses)
with institutional shareholders and proposed Open Offer of up to
approximately GBP7 million (before expenses) with Qualifying
Shareholders in each case at the Issue Price.
-- Issue Price of 100 pence per New Ordinary Share.
-- The Company intends to use the net proceeds of the proposed Placing to reduce net debt.
-- Target leverage of net debt / EBITDA of below 2x by 31
December 2019 including proceeds of the Placing.
-- All proceeds of the Open Offer will be used to further reduce net debt.
-- Liberum Capital Limited ("Liberum") is acting as Financial
Adviser and Sole Bookrunner in relation to the Placing and Open
Offer.
-- Completion of the Placing and Open Offer is subject, inter
alia, to shareholder approval to enable the issue of the New
Ordinary Shares, which will be sought at a General Meeting of the
Company expected to be held at 9.00 a.m. on 15 July 2019 at the
offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL.
Background to the Transaction
Staffline is a leading workforce recruitment and training
organisation.
On 30 January 2019, the Company announced that concerns were
brought to the attention of the Board relating to invoicing and
payroll practices within the Recruitment division which would be
fully investigated.
On 17 May 2019, the Company issued a trading update referencing
headwinds faced in the Group's training and recruitment
divisions.
On 17 June 2019, the Company announced that as a consequence,
the Board expected the Group to require a waiver of possible future
breaches to the leverage covenant in its lending agreements. The
Company confirmed that it was in constructive discussions with its
lenders and, in conjunction, was in discussions with Shareholders
with regard to a placing of new ordinary shares to raise
approximately GBP30 million with the target of reducing expected
2019 year-end leverage to 2x net debt / EBITDA. The Company also
announced that in the event that it does pursue the placing the
Board anticipated also launching an open o er for an additional
GBP7 million to enable wider Shareholder participation.
Following these discussions with both the Group's lenders and
Shareholders, the Board believes that reducing the indebtedness of
the Group by way of the Placing and Open Offer is in the best
interests of the Company. Furthermore, the Company's lenders have
agreed to waive covenant obligations in respect of the Company's
indebtedness at 30 June 2019, and subject to the Company raising
equity, agreed to relax the Company's covenant obligations at the
next two quarterly test dates.
Current Trading and Prospects
The Company announced the following trading update on 17 May
2019.
"Recruitment
The ongoing Brexit uncertainty is impacting the UK labour market
and has led to a number of customers transferring a significant
volume of their temporary workforce into permanent employment to
mitigate the risk of that labour market tightening. Typically, this
reaction to uncertainty tends to reverse over time, but the Board
expects that it will continue to impact temporary worker demand
throughout the current year.
A proportion of these "temp to perm" transfers have occurred in
the higher margin driving sector, resulting in an overall margin
dilution. In addition, the Group is seeing further challenges in
the higher margin automotive sector and associated supply chain
where reductions in demand have been greater than expected.
There has also been a slowdown in new contract momentum in the
current financial year, which the Company largely attributes to the
impact of the delay in publication of the 2018 full year
results.
Notwithstanding these current headwinds, the Recruitment
division is beginning to see the definitive benefits from the
Company's market-leading approach to worker engagement and
digitally enabled candidate attraction. Management expects this
strategy to result in increasing differentiation and to support
future growth.
PeoplePlus
In PeoplePlus, the successful transition from a Work Programme
provider to the UK's leading skills and training company is almost
complete. With approximately 60% of 2020 market consensus revenues
already contracted, the Company maintains a positive outlook for
PeoplePlus in 2020 under its new operating model. However,
performance in 2019 will be affected by continued delays in
apprenticeship new starts. This is partially as a result of the
slow take-up of the Apprenticeship Levy scheme nationally, but also
a reflection of the current economic uncertainty. Sectors such as
retail, for example, are delaying apprenticeships whilst store
restructure programmes are completed. Nevertheless, management
remains confident that this market is attractive, notwithstanding
this timing effect. However, the other elements of PeoplePlus,
which are expected to contribute c.85% of PeoplePlus revenue in
2020, continue to develop well.
As a consequence of these headwinds, the Board expects the Group
to deliver adjusted EBIT in the range of GBP23 million to GBP28
million for the financial year ending 31 December 2019."
Trading has continued as expected since 17 May 2019. The Board
reiterates the above underlying operating profit guidance for the
full year but expects a greater weighting toward the second half of
the year than normal due to the transformation in PeoplePlus and
the difficulties the Recruitment business has faced in the first
half. The Board expects net debt, before the proceeds of the
Transaction, to be in line with current market expectations.
Amendments to Credit Facility
Following discussions with the lenders (the "Lenders") of the
existing GBP120,000,000 revolving credit facility (the "Credit
Facility"), the Company and the Lenders have agreed certain
amendments to the Credit Facility.
The Lenders have agreed to a waiver of all financial covenant
tests for the period ending 30 June 2019. The material amendments
to the Credit Facility are:
i) relaxation of the September and December 2019 leverage
covenants followed by a gradual reduction of the leverage covenant
to net debt of less than 2x EBITDA by 31 December 2020;
ii) restrictions on new material share/business and assets acquisitions until January 2021;
iii) prepayment and cancellation of revolving facility
commitments by GBP10,000,000 on 15 November 2019 and 15 November
2020; and
iv) subject to Nomad approval and compliance with the AIM Rules,
the Lenders have the ability to nominate a non-executive director
to the board of the Company.
In consideration of the aforementioned amendments an amendment
fee is to be paid to the Lenders and certain other changes are
being made to the Credit Facility (including the removal of the
accordion option and the ability to request the Lenders to extend
the Credit Facility for an additional 12 months beyond July
2022).
The expiry date for the Credit Facility remains in July 2022.
The Company has agreed to pay the Lenders an exit fee based on a
percentage of the outstanding commitments when the Credit Facility
expires or, if sooner, refinanced.
Importance of Placing
The Bookbuild must close and the Resolutions must be passed by
Shareholders at the General Meeting in order for the Transaction to
proceed.
If the Bookbuild does not close and/or Shareholders do not
approve the Resolutions:
i) the Placing and the Open Offer cannot be implemented; and
ii) under the terms of the Credit Facility, the Group's lenders
could (following a short negotiation period) demand repayment of
all borrowings, which the Group cannot afford.
In such circumstances, the Board believes that the only
realistic option for the Company would be to seek to further
renegotiate or refinance the Credit Facility, and there can be no
certainty that the Group would be able to do so on commercially
acceptable terms or at all. In the event that the Group is unable
to renegotiate or refinance the Credit Facility and the Group's
lenders were to demand repayment of all borrowings, a working
capital shortfall of the amounts owed (less any surplus working
capital held immediately before the demand for repayment) would
arise, which would have a material adverse effect on the Group's
financial condition and prospects. Without the support of the
Group's lenders, the Company would be unable to meet its
liabilities as they fall due, which would likely result in the
Company becoming immediately insolvent and having to cease
trading.
Accordingly, it is very important that Shareholders vote in
favour of the Resolutions so that the Placing and Open Offer can
proceed (assuming that all other conditions are satisfied).
Details of the Placing and Open Offer
The Placing will be conducted by way of an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately
following this announcement (the "Announcement"), in accordance
with the terms and conditions set out in the Appendix to this
Announcement (the "Appendix"). Liberum is acting as Sole Bookrunner
in connection with the Placing.
The final number of Placing Shares will be agreed by Liberum and
Staffline at the close of the Bookbuild, and the result of the
Placing will be announced as soon as practicable thereafter. The
timing for the close of the Bookbuild and allocation of the Placing
Shares shall be at the discretion of Liberum in consultation with
the Company. The Placing is not underwritten.
In addition, in order to provide Shareholders who do not take
part in the Placing with an opportunity to participate in the
proposed issue of New Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for Open
Offer Shares, to raise up to a further GBP7 million (before
expenses), on the basis of 1 Open Offer Share for every 4 Ordinary
Shares held on the Record Date, at the Issue Price. Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess
Application Facility. The Open Offer is not underwritten.
The issue of the Placing Shares and the Open Offer Shares are
conditional, inter alia, on the passing by Shareholders of
Resolutions 1 and 2 at the General Meeting of the Company, which is
expected to be convened for 9.00 a.m. on 15 July 2019. Application
will be made to the London Stock Exchange for the Placing Shares
and the Open Offer Shares to be admitted to trading on AIM.
Admission for the Placing Shares and Open Offer Shares is expected
to become effective and dealings in such shares are expected to
commence at 8.00 a.m. on 16 July 2019.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares of the Company.
Directors' Participation
It is intended that Directors will participate in the Placing as
follows:
Director Intended Participation, GBP
John Crabtree, Chairman 25,000
----------------------------
Chris Pullen, CEO 100,000
----------------------------
Mike Watts, CFO 18,000
----------------------------
Ed Barker, Non-Executive
Director 10,000
----------------------------
Tracy Lewis, Non-Executive
Director 100,000
----------------------------
Total 253,000
----------------------------
The Appendix (which forms part of this Announcement) contains
the detailed terms and conditions of the Placing.
The Circular containing further details of the Placing and Open
Offer and convening the General Meeting and containing the
Application Form is expected to be despatched to Shareholders
following completion of the Bookbuild and will thereafter be
available on the Company's website at
https://www.stafflinegroupplc.co.uk/investor-relations/.
Enquiries:
Staffline Group plc via Vigo Communications
www.stafflinegroupplc.co.uk
Chris Pullen, Chief Executive Officer
Michael Watts, Chief Financial Officer
Liberum Financial Adviser and Sole Bookrunner
www.liberum.com
Steve Pearce / Joshua Hughes / Euan Brown
/ William Hall 020 3100 2222
Vigo Communications Financial PR 020 7390 0230
www.vigocomms.com staffline@vigocomms.com
Jeremy Garcia / Antonia Pollock / Charlie
Neish
Market Abuse Regulation:
This announcement is released by Staffline Group plc and
contains inside information for the purposes of the Market Abuse
Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance
with the Company's obligations under Article 17 of MAR.
The person responsible for arranging the release of this
information is Mr Chris Pullen, CEO of the Company.
Overview of Staffline
Staffline is the UK's market leading Recruitment and Training
group. It has two divisions:
Recruitment Division
A leading provider of flexible blue-collar workers in the UK,
supplying over 60,000 staff per day to c. 1,600 private sector
clients, across a wide range of industries including agriculture,
drinks, driving, food processing, logistics and manufacturing. It
operates from over 450 locations in UK, Eire and Poland. Its
leading UK Customer Experience platform provides optimised
customer-based staffing management solutions whilst providing
market-leading levels of job satisfaction for workers.
PeoplePlus Division
The leading adult skills and training provider in the UK,
delivering apprenticeships, adult education, prison education and
skills-based employability programmes across the country.
Skills and Training - market leading provider of Apprenticeships
(both Levy and non-Levy), learning and development, adult education
and health and well-being programmes to the Private and Public
sector.
Justice and Community - largest independent provider of
education and training services for prisoners and ex-offenders, as
well as individual support services for carers and people with
disabilities, both at home and in the work place.
Employability - market leading provider of programmes providing
back-to-work education, skills support services to the unemployed
and enterprise advice to individuals wanting to start their own
business.
ADDITIONAL INFORMATION
Background to the Transaction
On the evening of 29 January 2019, the Group auditors received
an anonymous email which made various allegations including in
relation to payroll and invoicing practices. The same email was
also purportedly sent to various regulatory authorities. A
sub-committee of the Board - the Investigation Committee -
consisting of the Chairman and three Non-Executive Directors, was
immediately established in order to consider the allegations and
oversee the Group's response. In light of the anonymous email and
the preliminary findings from extended audit procedures, the
Investigation Committee recommended that an independent legal
investigation be conducted, and separate independent expert advice
obtained on the Group's obligations with regard to compliance with
National Minimum Wage ("NMW") regulations. The independent legal
investigation was conducted by Osborne Clarke LLP. Independent
expert advice in respect of the NMW was provided by KPMG LLP.
Following the conclusion of the legal investigation there was no
material adjustment required to the underlying results. The
statutory result was affected by an increase in the NMW provision.
The most significant and time-consuming area of the investigation
related to the Group's historical compliance with NMW legislation.
Liabilities in relation to this have been booked as exceptional,
non-underlying charges on the basis of their nature, magnitude and
the fact that they relate to a period of six years including and
prior to 2018 (the years 2013 to 2018). After a detailed
investigation of the Group's self-review and with the benefit of
further expert legal advice and independent specialist advice, the
Group further reviewed its obligations and liabilities in respect
of this matter. As a result of this further review, the Group
assessed that its NMW liabilities were higher than initially
estimated. In recent years, NMW compliance has emerged as a highly
complex area which has affected a significant number of businesses
across industry and retail, in particular. The Group's
non-compliance was initially identified by a self-review process as
part of HMRC's compliance review. It relates to a limited number of
food production facilities and the payment for preparation time,
which is generally the time spent donning workwear. In these cases,
the Group was following its end customers' operational procedures
for clocking in and out. These procedures have now been rectified
so that all work-related time is paid in accordance with
legislation. Any additional time paid is charged to the customer in
the same way as all other hours supplied. However, the additional
costs incurred in relation to historical non-compliance are not
recoverable from customers. The nature, complexity and volume of
data to be analysed as part of the additional independent
specialist review, and the subsequent audit of this information,
was a very significant undertaking which took several months to
complete. This was a significant contributor to the delay in
finalising the Company's 2018 results.
In relation to payroll practices, the legal investigation
identified some non-compliance with relevant employment legislation
and regulations including Working Time Regulations 1998, in respect
of payments due to leavers. The Group has rectified these issues
and believes there is no material liability in relation to this
matter. The Group is taking all steps necessary to ensure ongoing
compliance with relevant legislation and regulations.
The legal investigation considered the allegations in relation
to certain invoicing practices and found that the Company was
operating in compliance with relevant legislation and regulations.
The legal investigation also identified that certain customer
disputes and other claims had not been properly accounted for, and
that certain staff had not been transparent in disclosing relevant
information to our external auditors. The correction of these
matters did not have a material impact on the underlying results
for the current and prior financial year.
Finally, the independent review also highlighted areas for
required improvement in internal controls and governance in the
Group and its recruitment business. This extends to the conduct of
certain individuals employed by the business. The Company will deal
with this aspect of the review in the appropriate manner. The Group
has taken further independent advice in relation to these areas and
will implement the recommendations to a best practice standard.
The detailed and thorough nature of the investigation and the
completion of the related audit procedures, albeit time consuming,
reflects the Group's commitment to operating to the very highest
standards of ethics and compliance. It is therefore all the more
disappointing that, as a result of the independent review, the
Company has identified serious issues. Where issues are raised,
they will be thoroughly reviewed. Looking forwards, the Company
will benefit from having comprehensively addressed these issues and
will act as an exemplar to the wider industry. The Group is
committed to its future leadership role within the industry,
driving standards and raising ethics. There has been no material
impact on the financial statements of the year ended 31 December
2017, or prior periods, and therefore no prior period adjustments
are required.
Use of Proceeds
The Placing is expected to raise up to GBP34 million in gross
proceeds (approximately GBP32 million in net proceeds). The Board
currently intends to use the funds raised to reduce indebtedness of
the Group. All proceeds of the Open Offer will be used to further
reduce indebtedness.
Details of the Transaction
The Company is proposing to raise up to GBP34 million (before
expenses) by way of a Placing of up to 34 million Placing Shares at
100 pence per Placing Share. Alongside the Placing, the Company is
making an Open Offer pursuant to which it may raise a further
amount of up to GBP7 million (before expenses). The proposed Issue
Price of 100 pence per Open Offer Share is the same price as the
price at which Placing Shares are being issued pursuant to the
Placing.
Placing
Pursuant to the terms of the Placing and Open Offer Agreement,
Liberum, as agent for Staffline, has conditionally agreed to use
reasonable endeavours to place the Placing Shares at the Issue
Price with existing Shareholders and other institutional investors,
representing gross proceeds of not less than GBP34 million if the
Placing Shares are fully subscribed. The Placing, which will be
conducted by way of an accelerated bookbuild process which will be
launched immediately following this Announcement, will comprise up
to 34 million Placing Shares.
The Placing is conditional, inter alia, on the following:
i. Resolutions 1 and 2 being passed at the General Meeting;
ii. the closing of the Bookbuild;
iii. the Placing and Open Offer Agreement not being terminated
prior to Admission of the Placing Shares and becoming unconditional
in all respects; and
iv. Admission of the Placing Shares having become effective on
or before 8 a.m. on 16 July 2019 (or such later date and/or time as
the Company and Liberum may agree not being later than 30 July
2019).
The Placing Shares will, when issued and fully paid, rank pari
passu in all respects with the Ordinary Shares in issue at that
time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
The Placing Shares are not subject to clawback and are not part of
the Open Offer. The Placing is not underwritten.
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will also not complete.
However, if the Open Offer does not complete, then this will not
prevent the Placing from completing.
Open Offer
Subject to the fulfilment of the conditions set out below (and
as further detailed in the Circular), Qualifying Shareholders may
subscribe for Open Offer Shares in proportion to their holding of
Existing Ordinary Shares held on the Record Date. Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares as an Excess Entitlement,
up to the total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer. The Open Offer is not
underwritten.
The Open Offer is conditional, inter alia, on the following:
i. Resolutions 1 and 2 being passed at the General Meeting;
ii. the Placing and Open Offer Agreement not being terminated
prior to Admission of the Placing Shares and having become
unconditional in all respects; and
iii. Admission of the Open Offer Shares becoming effective on or
before 8.00 a.m. on 16 July 2019 (or such later date and/or time as
the Company and Liberum being no later than 30 July 2019).
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will also not complete.
However, if the Open Offer does not complete, then this will not
prevent the Placing from completing.
Basic Entitlement
On, and subject to the terms and conditions of the Open Offer,
the Company invites Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
1 Open Offer Share for every 4 Existing Ordinary Shares held at
the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
General Meeting
It is proposed that a General Meeting will be held at the
offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 15
July 2019 at 9.00 a.m. where the following Resolutions will be
proposed:
Resolution 1 - Authority to allot shares
Resolution 1 is an ordinary resolution to authorise the
Directors under section 551 of the Act to issue and allot Ordinary
Shares. The Act requires that the authority of Directors to allot
shares and to make offers or agreements to allot shares in the
Company or grant rights to subscribe for or convert any security
into shares (the "relevant securities") should be subject to the
approval of Shareholders in a general meeting or to an authority
set out in the Company's articles of association. Accordingly,
Resolution 1 will be proposed to authorise the Directors to allot
relevant securities in respect of the issue of the Placing Shares
and the Open Offer Shares. This authority is in addition to all
existing authorities under section 551 of the Act and will expire
at on the conclusion of the Company's next Annual General
Meeting.
Resolution 2 - Disapplication of statutory pre-emption
rights
Resolution 2 is a special resolution to disapply the statutory
pre-emption rights under section 571 of the Act in respect of
equity securities (as defined in section 560 of the Act). The Act
requires that any equity securities issued wholly for cash must be
offered to existing Shareholders in proportion to their existing
shareholdings unless otherwise approved by Shareholders in a
general meeting or accepted under the Company's articles of
association. A special resolution will be proposed at the General
Meeting to give the Directors authority to allot equity securities
for cash other than on a pro rata basis pursuant to the issue of
the Placing Shares and the Open Offer Shares. This authority is in
addition to all existing authorities under section 570 of the Act
and will expire on the conclusion of the Company's next Annual
General Meeting.
Risk Factors and Additional Information
The Circular, which is expected to be posted to Shareholders
following the closing of the Bookbuild, also contains a number of
risk factors and additional information on the Open Offer and the
Company.
Expected Timetable of Principal Events
Record Date for entitlements under Close of business 26 June 2019
the Open Offer
Announcement of the proposed Placing 7.00 a.m. 27 June 2019
and Open Offer
Ex-entitlement Date of the Open Offer 7.00 a.m. 27 June 2019
Announcement of the result of the 27 June 2019
Placing and publication of the Circular
(including Notice of General Meeting),
Application Forms and Forms of Proxy
Open Offer Entitlements and Excess As soon as possible 28 June 2019
Entitlements credited to stock accounts after 8.00 a.m.
of Qualifying CREST Shareholders in
CREST
Recommended latest time and date for 4.30 p.m. 8 July 2019
requesting withdrawal of Open Offer
Entitlements and Excess Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. 9 July 2019
Open Offer Entitlements and Excess
Entitlements into CREST
Latest time and date for splitting 3.00 p.m. 10 July 2019
Application Forms (to satisfy bona
fide market claims only)
Latest time and date for receipt of 9.00 a.m. 11 July 2019
Forms of Proxy
Latest time and date for receipt of 11.00 a.m. 12 July 2019
completed Application Forms and payment
in full under the Open Offer or settlement
of relevant CREST instructions (as
appropriate)
Announcement of result of Open Offer 15 July 2019
General Meeting 9.00 a.m. 15 July 2019
Announcement of the results of the 15 July 2019
General Meeting
Admission and commencement of dealings 8.00 a.m. 16 July 2019
in Placing Shares and Open Offer Shares
Despatch of definitive share certificates Within 10 business days of
for the New Ordinary Shares in certificated Admission
form
DEFINITIONS
"Act" the Companies Act 2006 (as amended)
"Admission" in respect of the Placing Shares means
admission of the Placing Shares to trading
on AIM becoming effective in accordance
with the AIM Rules, and in respect of
the Open Offer Shares means admission
of the Open Offer Shares to trading on
AIM becoming effective in accordance with
the AIM Rules
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange from time
to time
"Announcement" this announcement (including the Appendix)
"Applicant" a Qualifying Shareholder or a person by
virtue of a bona fide market claim who
lodges an Application Form or relevant
CREST instruction under the Open Offer
"Application Form" the application form relating to the Open
Offer and enclosed with this document
for use by Qualifying non-CREST Shareholders
"Basic Entitlement(s)" the pro rata entitlement for Qualifying
Shareholders to subscribe for Open Offer
Shares, pursuant to the Open Offer as
described in Part 4 of the Circular
"Board" or "Directors" the board of directors of the Company
"Bookbuild" the accelerated bookbuilding exercise
to be carried out by Liberum in relation
to the Placing
"Business Day" a day (other than a Saturday, Sunday or
public holiday) when banks are usually
open for business in London
"certificated or in in relation to a share or other security,
certificated form" a share or other security that is not
in uncertificated form, that is not in
CREST
"Circular" the circular of the Company giving (amongst
other things) details of the Placing and
Open Offer and incorporating the Notice
of General Meeting, which is to be posted
on or around 28 June 2019
"Company" or "Staffline" Staffline Group plc, a company incorporated
in England and Wales with registered number
05268636
"Computershare" Computershare Investor Services PLC
"Credit Facility" the senior multicurrency facility agreement
originally dated 4 July 2018 as amended
on 31 May 2019 made between, amongst others,
the Company (as Parent), the Original
Obligors (defined therein) and the Original
Lenders (defined therein) (as amended,
restated, supplemented or varied from
time to time) pursuant to which the Original
Lenders agreed to make available a multicurrency
revolving credit facility of up to GBP120,000,000
to the Borrowers (defined therein) as
amended and restated on 26 June 2019
"CREST" the relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & Ireland Limited is the operator (as
defined in the Regulations)
"CREST Manual" the rules governing the operation of CREST,
as published by Euroclear
"CREST member" a person who has been admitted by Euroclear
as a system-member (as defined in the
CREST Regulations)
"CREST participant" a person who is, in relation to CREST,
a system participant (as defined in the
CREST Regulations)
"CREST payment" shall have the meaning given in the CREST
Manual issued by Euroclear
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001-No. 3775), as amended
"Enlarged Share Capital" the issued share capital of the Company
following Admission, as enlarged by the
New Ordinary Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional
Open Offer Shares in excess of the Basic
Entitlement in accordance with the terms
and conditions of the Open Offer
"Excess CREST Open in respect of each Qualifying CREST Shareholder,
Offer Entitlement" the entitlement to apply for Open Offer
Shares in addition to the Basic Entitlement
credited to the Qualifying CREST Shareholder's
account in CREST, pursuant to the Excess
Application Facility, which is conditional
on the Qualifying CREST Shareholder taking
up his Basic Entitlement in full and which
may be subject to scaleback in accordance
with the provisions of the Circular
"Excess Entitlement(s)" Open Offer Shares in excess of the Basic
Entitlement, but not in excess of the
total number of Open Offer Shares, allocated
to a Qualifying Shareholder pursuant to
the Open Offer as described in Part 4
of the Circular
"Excess Shares" the Open Offer Shares for which Qualifying
Shareholders may apply under the Excess
Application Facility in addition to their
Basic Entitlement
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked 'ex' for entitlement
under the Open Offer being 27 June 2019
"Existing Ordinary the 27,944,389 Ordinary Shares in issue
Shares" at the date of this Announcement
"FCA" the Financial Conduct Authority
"FSMA" Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company convened
for 9.00 a.m. on 15 July 2019 at which
the Resolutions will be proposed, notice
of which is set out at the end of the
Circular
"Group" the Company and its Subsidiaries
"ISIN" International Securities Identification
Number
"Issue Price" 100 pence per New Ordinary Share
"Liberum" or "Broker Liberum Capital Limited, the Company's
and Nominated Advisor" Sole Bookrunner and Nominated Adviser
"London Stock Exchange" London Stock Exchange plc
"Member account ID" the identification code or number attached
to any member account in CREST
"Money Laundering Regulations" the Anti-Terrorism, Crime and Security
Act 2001, the Proceeds of Crime Act 2002
(as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations
2017 (as amended)
"New Ordinary Shares" up to approximately 41 million new Ordinary
Shares to be issued pursuant to the Transaction
(being the Placing Shares and the Open
Offer Shares)
"Notice of General the notice of General Meeting set out
Meeting" at the end of the Circular
"Open Offer" the conditional invitation to Qualifying
Shareholders to apply for the Open Offer
Shares at the Issue Price on the terms
and conditions outlined in the Circular
and, where relevant, in the Application
Form
"Open Offer Entitlements" entitlements for Qualifying Shareholders
to subscribe for Open Offer Shares pursuant
to the Basic Entitlement and the Excess
Entitlement
"Open Offer Restricted any jurisdiction other than the United
Jurisdiction" Kingdom
"Open Offer Shares" up to approximately 7 million New Ordinary
Shares to be issued pursuant to the Open
Offer
"Ordinary Shares" the ordinary shares of GBP0.10 each in
the share capital of the Company
"Overseas Shareholders" Shareholders with registered addresses,
or who are citizens or residents of, or
incorporated in Restricted Jurisdictions
"Participant ID" the identification code or membership
number used in CREST to identify a particular
CREST member or other CREST participant
"Placees" any person who has agreed to subscribe
for Placing Shares
"Placing" the proposed placing by the Company of
the Placing Shares at the Issue Price
"Placing and Open Offer the conditional agreement dated 27 June
Agreement" 2019 between the Company and Liberum in
connection with the Transaction, further
details of which are set out in this Announcement
"Placing Restricted the United States, Australia, Canada,
Jurisdiction" Japan, the Republic of Ireland, the Republic
of South Africa and any other jurisdiction
where the extension or availability of
the Placing would breach any applicable
law
"Placing Shares" up to 34 million New Ordinary Shares to
be conditionally subscribed for in accordance
with the terms of the Placing and Open
Offer Agreement
"Prospectus Rules" the Prospectus Rules made in accordance
with EU Prospectus Directive (2003/7l/EC)
in relation to offers of securities to
the public and admission of securities
to trading on a regulated market
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares which, on the register
of members of the Company on the Record
Date, are in uncertificated form in CREST
"Qualifying non-CREST Qualifying Shareholders holding Existing
Shareholders" Ordinary Shares which, on the register
of members of the Company on the Record
Date, are in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares other
than Overseas Shareholders, whose names
appear on the register of members of the
Company on the Record Date as holders
of Existing Ordinary Shares and who are
eligible to be offered Open Offer Shares
under the Open Offer in accordance with
the terms and conditions set out in the
Circular
"Receiving Agent" Computershare Investor Services PLC
"Record Date" 26 June 2019
"Registrar" Computershare Investor Services PLC
"Regulation D" Regulation D promulgated under the Securities
Act
"Regulation S" Regulation S promulgated under the Securities
Act
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)
"Resolutions" the resolutions to be proposed at the
General Meeting and set out in the Notice
of General Meeting
"Restricted Jurisdictions" Open Offer Restricted Jurisdictions and
Placing Restricted Jurisdictions
"Securities Act" the United States Securities Act of 1933,
as amended
"Shareholder" a holder of Ordinary Shares
"Subsidiary" has the meaning given to it in section
1159 of the Act
"Transaction" together, the Placing and Open Offer
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated or a share or other security recorded on
in uncertificated form" 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
"US or United States" the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia
"USE" unmatched stock event
IMPORTANT NOTICE
This announcement, including the Appendix (together, the
"Announcement"), and the information contained herein is for
information purposes only and is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or
into or from the United States, Canada, Australia, Japan, the
Republic of Ireland or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Placing
Restricted Jurisdictions"). The New Ordinary Shares have not been
and will not be registered under the United States Securities Act
of 1933 (the "Securities Act") or under the securities laws of any
state or other jurisdiction of the United States and may not be o
ered, sold, or transferred, directly or indirectly, in or into the
United States absent registration under the Securities Act or an
available exemption from or in a transaction not subject to the
registration requirements of the Securities Act and, in each case,
in compliance with the securities law of any state or any other
jurisdiction of the United States. No public o ering of the New
Ordinary Shares is being made in the United States. Persons
receiving this Announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Transaction. This
Announcement does not constitute or form part of an o er to sell or
issue or a solicitation of an o er to buy, subscribe for or
otherwise acquire any securities in any jurisdiction including,
without limitation, the Placing Restricted Jurisdictions or any
other jurisdiction in which such o er or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or
indirectly, to persons in a Placing Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Company, Liberum or any of their
respective directors, o cers, partners, agents, employees or a
liates that would permit an o er of the New Ordinary Shares or
possession or distribution of this Announcement or any other
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement, including the Appendix, and the terms and
conditions set out in the Appendix, are directed at and are only
being distributed to: (A) persons in member states of the European
Economic Area who are "qualified investors", as defined in article
2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as
amended (the "Prospectus Directive"), (B) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"FPO") or fall within the definition of "high net worth companies,
unincorporated associations etc" in article 49(2)(a) to (d) of the
FPO and (ii) are "qualified investors" as defined in section 86 of
the Financial Services and Markets Act 2000, as amended ("FSMA") or
(C) persons to whom it may otherwise lawfully be communicated
(each, a "Relevant Person"). No other person should act on or rely
on this Announcement and persons distributing this Announcement
must satisfy themselves that it is lawful to do so. By accepting
the terms of this Announcement, you represent and agree that you
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Group's expectations, intentions
and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts.
These forward-looking statements, which may use words such as
"aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Group's
businesses operate to di er materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to di er materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by the UK Financial Conduct Authority ("FCA"), the
London Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward- looking
statements, whether as a result of new information, future events
or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and for no one
else in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections a orded
to clients of Liberum or for providing advice in relation to the
Placing, or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of the Company (except to the extent imposed by law or
regulations) or Liberum or by their a liates or their respective
agents, directors, o cers and employees as to, or in relation to,
the contents of this Announcement, including its accuracy,
completeness or verification or for any other statement made or
purported to be made by any of them, or on their behalf, the
Company or any other person in connection with the Company, the
Placing or Admission or for any other written or oral information
made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
Each of Liberum and its a liates and agents disclaims to the
fullest extent permitted by law all and any responsibility or
liability whatsoever, whether arising in tort, contract or
otherwise, which it might otherwise have in respect of this
Announcement or any such statement.
The New Ordinary Shares to be issued pursuant to the Placing and
Open O er will not be admitted to trading on any stock exchange
other than to trading on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding o er to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such o er on the
terms and subject to the conditions set out in this Announcement
and to be providing the representations, warranties, undertakings
and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public o ering of Placing Shares is being or will be
made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
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,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND 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, INCLUDING THIS APPIX, AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX, ARE DIRECTED AT AND ARE ONLY
BEING DISTRIBUTED TO: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE
2.1(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC), AS AMED
(THE "PROSPECTUS DIRECTIVE"), (B) IF IN THE UNITED KINGDOM, PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE
FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA") OR
(C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY
ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU
ARE A RELEVANT PERSON.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND, IN EACH CASE, 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 OUTSIDE THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE
ON, 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.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, AND
MAY NOT BE OFFERED, SOLD, RESOLD, OR DELIVERED, DIRECTLY OR
INDIRECTLY, WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE 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.
Information for 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 MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares o er 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 su cient 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 Sole Bookrunner 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.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written o er 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 o er for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
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 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; and
4. 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 o er or resale to, persons in circumstances
which may give rise to an o er of securities to the public other
than an o er 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 Sole Bookrunner has
been given to each such proposed o er or resale.
Details of the Placing, the Placing and Open Offer Agreement and
the Placing Shares
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.
Liberum has entered into the Placing and Open Offer Agreement
with the Company under which, subject to the conditions set out in
that agreement, Liberum will agree to use its reasonable endeavours
to procure subscribers who will (subject to the satisfaction or
(where capable of waiver) waiver of the conditions contained in the
Placing and Open Offer Agreement) subscribe for the Placing Shares
at the Issue Price. The Placing is not being underwritten.
The Placing is conditional upon the Placing and Open Offer
Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and will
on Admission rank in full for all dividends and other distributions
declared, paid or made after Admission in respect of the Ordinary
Shares and otherwise pari passu in all respects with the Existing
Ordinary Shares.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The New Ordinary Shares
will be allotted on Admission, subject, inter alia, to the
Resolutions being approved at the General Meeting. It is expected
that the New Ordinary Shares will be allotted, conditional upon,
inter alia, Admission becoming effective on 16 July 2019.
Bookbuild
Liberum will today commence the Bookbuild to determine demand
for participation in the Placing by potential Placees. The
Bookbuild is expected to close at or before 4.30 p.m. today. The
number of Placing Shares to be issued will be agreed between
Liberum and the Company following completion of the Bookbuild. The
Company will then release an announcement through the London Stock
Exchange's Regulatory Information Service confirming the number of
Placing Shares to be issued and the amount to be raised under the
Placing.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM
("Admission"). Admission is conditional upon, amongst other things,
the relevant conditions in the Placing and Open Offer Agreement
being satisfied and the Placing and Open Offer Agreement not having
been terminated in accordance with its terms. It is expected that
the New Ordinary Shares will be allotted, conditional upon, inter
alia, Admission becoming effective and dealings in the Placing
Shares commencing on AIM at 8.00 a.m. on 16 July 2019.
Lock up
As part of the Placing, the Company has agreed, subject to
certain customary exceptions, that it will not issue or sell any
Ordinary Shares for a period of 120 days after Admission without
the prior written consent of Liberum (such consent not to be
unreasonably withheld or delayed).
Participation in, and principal terms of, the Placing
Liberum is arranging the Placing as agent for and on behalf of
the Company. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by
Liberum.
Liberum will determine in its absolute discretion the extent of
each Placee's participation in the Placing, which will not
necessarily be the same for each Placee and this will be confirmed
orally or in writing by Liberum as agent of the Company
("Confirmation"). No element of the Placing will be
underwritten.
Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Issue Price on the terms and conditions set out in this
Appendix (a copy of the terms and conditions having been provided
to the Placee prior to or at the same time as such oral or written
confirmation) and in accordance with the Company's articles of
association. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing and Open Offer Agreement not having been
terminated, to pay the aggregate settlement amount for the Placing
Shares to be subscribed for by that Placee regardless of the total
number of Placing Shares (if any) subscribed for by any other
investor(s).
Liberum reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Liberum also reserves the right
not to accept offers for Placing Shares or to accept such offers in
part rather than in whole.
Each Placee will be required to pay to Liberum, on the Company's
behalf, the Issue Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Liberum and the Company.
Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Liberum, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares such Placee has agreed to subscribe
for. Each Placee will be deemed to have read and understood the
Appendix in its entirety, to be participating in the Placing upon
the terms and conditions contained in the Appendix, and to be
providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in the
Appendix. To the fullest extent permitted by law and applicable FCA
rules (the "FCA Rules"), neither (i) Liberum, (ii) any of its
respective directors, officers, employees or consultants, or (iii)
to the extent not contained within (i) or (ii), any person
connected with Liberum as defined in the FCA Rules ((i), (ii) and
(iii) being together "affiliates" and individually an "affiliate"),
shall have any liability to Placees or to any person (whether
acting on behalf of a Placee or otherwise) other than the Company
in respect of the Placing or in respect of its conduct of the
Bookbuild or of any alternative method that they may adopt for
carrying out the Placing, and where any such liability nevertheless
arises as a matter of law, each Placee shall immediately waive any
claim it may have against any affiliate in respect thereof.
The price of securities and income from them may go down as well
as up and investors may not get back the full amount on disposal of
the securities. Liberum and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as they
may, in their sole discretion determine.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under 'Registration
and Settlement'.
Completion of the Placing will be subject to the 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 and Open Offer Agreement'.
In the event that the Placing and Open Offer Agreement is not
entered into or does not otherwise become unconditional in any
respect or, after having been entered into, is terminated, the
Placing will not proceed and all funds delivered by the Placee to
Liberum in respect of the Placee's participation will be returned
to the Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendix, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendix.
To the fullest extent permissible by law, neither the Company,
nor Liberum nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Liberum nor any of its
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of Liberum's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The Placing will be conditional, inter alia, on:
i. Admission having become effective in accordance with the AIM
Rules by no later than 8.00 a.m. on 16 July 2019 (or such other
time and/or date as may be agreed between the Company and Liberum,
not being later than 8:30 a.m. on 30 July 2019 (the "Long Stop
Date"));
ii. the Company having complied with its obligations under the
Placing and Open Offer Agreement to the extent that the same fall
to be performed prior to Admission; and
iii. the satisfaction or, where capable of waiver, the waiver of
certain other conditions set out in the Placing and Open Offer
Agreement in respect of the Placing of the Placing Shares, provided
that the extended time for satisfaction shall not be extended
beyond 8.30 a.m. on the Long Stop Date.
If any of the conditions contained in the Placing and Open Offer
Agreement are not satisfied (or waived) or have become incapable of
being satisfied on or before the Long Stop Date, the Placee's
rights and obligations under the Placing shall cease and determine
at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof.
Each Placee agrees that no claim can be made by the Placee in
respect of Admission. All obligations assumed by the Placee under
the terms and conditions of the Placing are given to Liberum in its
capacity as agent for the Company and are therefore directly
enforceable by the Company.
On the assumption that the conditions set out in the Placing and
Open Offer Agreement in respect of Admission are satisfied (or
waived) and that the Placing and Open Offer Agreement does not
lapse and is not terminated in accordance with its terms on or
prior to the Long Stop Date, each Placee will be required to pay to
Liberum, on the Company's behalf, the Issue Price for each Placing
Share agreed to be acquired by it under the Placing in accordance
with the terms set out herein. Each Placee's obligation to acquire
and pay for Placing Shares under the Placing will be owed to
Liberum and the Company. Each Placee has an immediate, separate,
irrevocable and binding obligation, owed to Liberum, to pay to it
(or as it may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares that
such Placee has agreed to subscribe. Each Placee will be deemed to
have read and understood this Appendix in its entirety; to be
participating in the Placing upon the terms and conditions
contained in this Appendix; and to be providing the confirmations,
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix.
By accepting Placing Shares, each Placee irrevocably agrees
that: (i) the Company and Liberum may jointly, in their absolute
discretion, exercise the right to extend the time for fulfilment of
any of the conditions to the Placing and Open Offer Agreement
expressed to be capable of waiver or extension (provided that such
extension will not extend later than the Long Stop Date); and (ii)
that Liberum may waive, in whole or in part, and where capable of
waiver, fulfilment of certain of the conditions to the Placing and
Open Offer Agreement and may terminate the Placing and Open Offer
Agreement in certain circumstances prior to Admission, in each case
without consulting with any Placee. Any such extension or waiver
will not affect the Placees' commitments. If there is any change to
the timetable Placees will be notified at the first practicable
opportunity.
Right to terminate under the Placing and Open Offer
Agreement
The Placing and Open Offer Agreement contains certain
undertakings and warranties given by the Company for the benefit of
Liberum and indemnities given by the Company relating to certain
potential liabilities of Liberum. In addition, Liberum has certain
rights to terminate the Placing and Open Offer Agreement at any
time prior to Admission, inter alia, in the event of a breach of
warranty or an event of force majeure that is material in the
context of the Placing.
By participating in the Placing, Placees agree that the exercise
by Liberum of any right of termination or other discretion under
the Placing and Open Offer Agreement shall be within the absolute
discretion of Liberum and that Liberum need not make any reference
to Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendix) 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, Liberum or any other person and none of Liberum nor the
Company 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.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if, in the opinion
of Liberum, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Issue Price on the terms and conditions set out or
referred to in the Appendix and subject to the Company's articles
of association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation in
accordance with the standing arrangements in place with Liberum,
stating the number of Placing Shares allocated to it at the Issue
Price, the aggregate amount owed by such Placee to Liberum 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 that it
has in place with Liberum. Settlement should be through Liberum
against CREST ID: ENQAN. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 27 June 2019 and
settlement date of 16 July 2019. Settlement will take place on a
delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account
operated by Liberum as agent for the Company and Liberum will enter
their delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee
against payment.
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 Liberum.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company 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 Company's 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) 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 trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) with Liberum
(for itself and on behalf of the Company) as follows:
1. it has read this Announcement, including the Appendix, in its
entirety and agrees that its participation in the Placing will be
subject to the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and to the provisions of the Placing and Open
Offer Agreement and the articles of association of the Company in
force both before and immediately after Admission;
2. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by Liberum of any rights or discretion
under the Placing and Open Offer Agreement shall be within the
absolute discretion of Liberum and Liberum need not have any
reference to the Placee and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and that it has no rights against Liberum
or the Company, or any of their respective directors and employees
under the Placing and Open Offer Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. it acknowledges that it has received this Announcement solely
for its use and has not redistributed or duplicated it and
undertakes not to do so;
5. it acknowledges and agrees that no offering document,
prospectus or admission document has been or will be prepared in
connection with the Placing and represents and warrants that it has
not received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
6. it acknowledges that the ordinary shares in the capital of
the Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM
(collectively, the "Exchange Information"), 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 Exchange 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;
7. it acknowledges that neither Liberum, nor the Company nor any
of their respective affiliates 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
this Announcement; nor has it requested any of Liberum, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
8. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Liberum, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company 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
subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that it deems necessary 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 Liberum or the Company or their
respective affiliates and neither Liberum nor the Company nor their
respective affiliates 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. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
9. it represents and warrants that, to the extent it has
received any inside information (for the purposes of the Market
Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section
56 of the Criminal Justice Act 1993) in relation to the Company and
its securities in advance of the Placing, it has not: (a) dealt (or
attempted to deal) in the securities of the Company; (b)
encouraged, required, recommended or induced another person to deal
in the securities of the Company; or (c) unlawfully disclosed such
information to any person, prior to the information being made
publicly available;
10. it acknowledges that neither Liberum nor any person acting
on its behalf nor any of their respective affiliates has or shall
have any liability for any publicly available or filed 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;
11. it represents and warrants that it is aware of, has complied
with and will continue to comply with any obligations it has under
the Criminal Justice Act 1993, the Market Abuse Regulation (EU) No
596/2014 and FSMA, and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (the "Regulations") and any related or similar
rules, regulations or guidelines, issued, administered or enforced
by any government agency having jurisdiction in respect thereof and
the Money Laundering Sourcebook of the FCA to the extent applicable
to it and in respect of its subscription for Placing Shares: (i) if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations, and
(ii) it will provide Liberum on demand with any information it may
require for the purposes of verification under the Regulations;
12. if 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), it represents and
warrants that the Placing Shares subscribed for 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 European Economic Area which
has implemented the Prospectus Directive other than to qualified
investors, or in circumstances in which the prior consent of
Liberum has been given to the proposed offer or resale;
13. it represents and warrants that it has not offered or sold
and will not offer or sell any Placing Shares to persons in:
a. 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;
or
b. the European Economic Area prior to 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 in and which will not result
in an offer to the public in any member state of the European
Economic Area within the meaning of the Prospectus Directive
(including any relevant implementing measure in any member
state);
14. it represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
15. if within the United Kingdom, it represents and warrants
that it is a person falling within Article 19(5) and/or Article
49(2)(a) to (d) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, and is a qualified
investor as defined in Section 86 of FMSA or is a person to whom
this Announcement may otherwise be lawfully communicated;
16. it acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive and represents and agrees that, in the
EEA, it is such a qualified investor;
17. it represents and warrants that it and any person acting on
its behalf is entitled to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to it and that it
has all necessary capacity and has obtained all necessary consents
and authorities to enable it to give its commitment to subscribe
for the Placing Shares and to perform its obligations in relation
thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations, and that its
subscription of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
18. it is not a national or resident of a Placing Restricted
Jurisdiction or a corporation, partnership or other entity
organised under the laws of the a Placing Restricted Jurisdiction
or of any jurisdiction which would be unlawful and that it will not
offer, sell, renounce, transfer or deliver directly or indirectly
any of the Placing Shares in or to any person resident in the a
Restricted Jurisdiction and acknowledges and agrees that the
Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any
state or jurisdiction of the United States, or the relevant
securities legislation of any Restricted Jurisdiction and therefore
the Placing Shares may not be offered, sold, transferred or
delivered directly or indirectly into a Placing Restricted
Jurisdiction or their respective territories and possessions,
except subject to limited exemptions;
19. it warrants that it has complied with all relevant laws of
all relevant territories, obtained all requisite governmental or
other consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in Liberum, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
20. it acknowledges and agrees that its purchase of Placing
Shares does not trigger, in the jurisdiction in which it is
resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to
such purchase; (ii) any disclosure or reporting obligation of the
Company; or (iii) any registration or other obligation on the part
of the Company, but that if required by applicable securities laws
or as otherwise reasonably requested by the Company, the Placee
will execute, deliver and file and otherwise assist the Company in
filing reports, questionnaires, undertakings and other documents
with respect to the issue of the Placing Shares;
21. that its obligations will be owed to the Company and Liberum
and it acknowledges that it has an immediate, separate, irrevocable
and binding obligation, owed to Liberum, to pay to Liberum (or as
it may direct) in cleared funds an amount equal to that expressed
in the Confirmation and it undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Liberum may
in its discretion determine and without liability to such
Placee;
22. it acknowledges that neither Liberum nor any of its
affiliates, 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 Liberum for the
purposes of the Placing and that Liberum 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 and Open Offer 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;
23. it 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 Liberum 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 participate in the Placing and it agrees to
indemnify the Company and Liberum in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Liberum who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
24. it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and 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 or in
connection with 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 Liberum 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;
25. it acknowledges that Liberum and its affiliates will rely
upon the truth and accuracy of the representations, warranties and
acknowledgements set forth herein which are given to Liberum on its
own behalf and on behalf of the Company and which are irrevocable
and it irrevocably authorises Liberum 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;
26. it agrees to indemnify on an after tax basis and hold the
Company and Liberum 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 by it (or any person on whose behalf it is acting) of the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
27. it represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
28. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and as confirmed by the
Confirmations will continue notwithstanding any amendment that may
in future be made to the terms 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 conduct of the Placing. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company and Liberum. The agreement to settle
a Placee's subscription (and/or the subscription of a person for
whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to
the subscription by it and/or such person direct from the Company
for the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). 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 may be
payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and none
of the Company, Liberum 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 notify Liberum accordingly;
29. it understands that no action has been or will be taken by
any of the Company, Liberum or any person acting on behalf of the
Company or Liberum 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;
30. in making any decision to subscribe for the Placing Shares,
it confirms that it has knowledge and experience in financial,
business, tax and international investment matters as to be capable
of evaluating the merits and risks of its investment in the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain a complete loss of such investment in the
Placing Shares. It further confirms that it relied on its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved;
31. it represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based upon its own
judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Liberum;
32. it understands and agrees that it may not rely on any
investigation that Liberum or any person acting on its behalf may
or may not have conducted with respect to the Company, or the
Placing, and that none of Liberum, the Company, any of their
affiliates, or any person acting on behalf of them has made any
representation to it, express or implied, with respect to the
merits of the Placing, the subscription for the Placing Shares, or
as to the condition, financial or otherwise, of the Company, or as
to any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no materials regarding the
Placing Shares or the Company (other than this Announcement) has
been provided, nor will it be provided, by Liberum or the Company
for the purposes of this Placing;
33. accordingly, it acknowledges and agrees that it will not
hold Liberum or any of its affiliates or any person acting on their
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Company or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") and that neither
Liberum nor any person acting on behalf of Liberum makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
34. it is either (A) a person located outside the United States
and is subscribing for Placing Shares only in an "offshore
transaction" as defined in and pursuant to Regulation S, or (B)
within the United States and a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act and is not
subscribing for Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares in or into the United States, and has or will
have executed and delivered a U.S. investor representation letter
substantially in the form set out in the letter provided to it by
Liberum to the addressees specified therein;
35. it is not acquiring Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act);
36. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
shares in accordance with the articles of association of the
Company and any relevant rules or legislation;
37. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is given;
and
38. that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars'
computer system(s). It acknowledges and agrees that for the
purposes of the General Data Protection Regulation (EU) 2016/679
and other relevant data protection legislation which may be
applicable (the "Data Protection Law"), the Company and the
Registrars are required to specify the purposes for which they will
hold personal data; and that it has obtained the consent of any
data subjects to the Registrars and the Company and their
respective associates holding and using their personal data for the
Purposes (as defined below). For the purposes of this Announcement,
"data subject", "personal data" and "sensitive personal data" shall
have the meanings attributed to them in the Data Protection Law.
The Company and the Registrars will only use such information for
the purposes set out below (collectively, the "Purposes"), being
to:
a. process its personal data (including sensitive personal data)
as required by or in connection with its holding of Ordinary
Shares, including processing personal data in connection with
credit and money laundering checks on it;
b. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares;
c. provide personal data to such third parties as the Company or
the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares or as the Data Protection Law may require, including to
third parties outside the United Kingdom or the European Economic
Area;
d. without limitation, provide such personal data to the Company
or Liberum for processing, notwithstanding that any such party may
be outside the United Kingdom or the EEA States; and
e. process its personal data for the Company's or Registrars' internal administration.
The foregoing acknowledgments, undertakings, representations,
warranties and confirmations are given to each of the Company and
Liberum (for their own benefit, and where relevant, the benefit of
their respective affiliates) and are irrevocable. The Company and
Liberum will rely upon the truth and accuracy of the foregoing
acknowledgements, undertakings, representations, warranties and
confirmations.
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
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Liberum does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities contained in the Placing and Open Offer
Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum, any money held in an account with Liberum on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Liberum money in accordance with the
client money rules and will be used by Liberum in the course of its
own business; and the Placee will rank only as a general creditor
of Liberum.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
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
IOEFRMATMBATMTL
(END) Dow Jones Newswires
June 27, 2019 02:02 ET (06:02 GMT)
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