TIDMSTAF
RNS Number : 3759Z
Staffline Group PLC
21 May 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN STAFFLINE GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF STAFFLINE
GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
21 May 2021
Staffline Group plc
("Staffline", the "Company" or the "Group")
Proposed Placing and Subscription to raise GBP44 million,
Proposed Open Offer to raise up to GBP4.4 million
and
Proposed Debt Refinancing
Staffline (AIM: STAF), the recruitment and training group,
announces its intention to raise GBP44 million by way of a placing
(the "Placing") of 87,249,500 new ordinary shares of 10 pence each
in the capital of the Company (the "Placing Shares") and a direct
subscription (the "Subscription") of 750,500 new ordinary shares of
10 pence each in the capital of the Company (the "Subscription
Shares"), both at a price of 50 pence per share (the "Issue
Price").
Certain Directors and employees of the Group are subscribing for
Placing Shares and certain other Directors and employees of the
Group are subscribing for Subscription Shares. As set out below,
the aggregate investment by Directors and employees of the Group by
way of the Placing and Subscription will amount to c.GBP0.5
million.
In addition, in order to provide all Qualifying Shareholders
with an opportunity to participate in the fundraise, the Company
also announces its intention to launch an Open Offer of up to
8,837,242 new ordinary shares of 10 pence each in the capital of
the Company (the "Open Offer Shares") at the Issue Price to raise
up to a further GBP4.4 million.
The Placing, Subscription and, if fully subscribed, the Open
Offer (together, the "Fundraise") will raise, in aggregate, gross
proceeds of GBP48.4 million through the issue of up to 96,837,242
new ordinary shares of 10 pence each in the capital of the Company
(the "New Ordinary Shares").
The Placing is being conducted via an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this announcement (the "Announcement") and is subject to
the terms and conditions set out in the appendix to this
Announcement (which forms part of this Announcement) (the
"Appendix"). Liberum Capital Limited ("Liberum") is acting as
Nominated Adviser, Broker and Sole Bookrunner in relation to the
Placing. Canaccord Genuity is acting as financial adviser to the
Company.
The Company is also carrying out a refinancing of its debt
facilities (the "Debt Refinancing"), further details of which are
set out below. The Fundraise and Debt Refinancing (together, the
"Transaction") are inter-conditional. In the event that the
proceeds of the Placing and Subscription are not received in full
by the Company, the Debt Refinancing will not complete.
Key Highlights
-- Proposed Placing and Subscription of GBP44 million (before
expenses) with institutional and other investors (including certain
Directors and employees of the Group) and proposed Open Offer of up
to approximately GBP4.4 million (before expenses) with Qualifying
Shareholders, in each case at the Issue Price;
-- The Company intends to use the net proceeds of the proposed
Placing and Subscription to reduce Group indebtedness and to
provide working capital for growth;
-- All proceeds of the Open Offer will be used to further reduce indebtedness;
-- Debt Refinancing conditional on the Placing and Subscription;
-- The Transaction will provide a platform for profitable, cash generative growth;
-- Completion of the Fundraise 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.
Background
The Group implemented a comprehensive restructuring and deep
transformation programme in 2020. Significant progress has been
made in improving and strengthening the Group's operational,
financial and governance processes and Board composition. The Board
is overseeing the implementation of a new organic growth strategy
with a focus on gross profit (net fee income), operating profit and
cash generation. The Group has tightened bid disciplines and is
exiting contracts with low profitability and poor cash generation.
A restructuring to right-size the Group led to annualised cost
savings of c.GBP 15 million, delivering a 19% reduction in 2020
compared to 2019, principally through headcount reduction and
rationalising the Group's property estate. Within Recruitment
Ireland, costs were reduced by 23% (c.GBP2.5 million). Rigorous
management of working capital has generated c.GBP10 million of cash
due to an increased focus on debt collection and overdue debtors,
combined with a squeeze on capital spending. The non-core
Apprenticeships business, which was also loss-making, was sold in
December 2020 for a nominal consideration, as part of the Board's
strategy to simplify its training division into two core services,
employability and adult skills.
2020 was a challenging year due to Covid-19 and the Group faced
mixed market demands across its divisions as the lockdown,
commencing in March, affected customers in different ways. The
Covid-19 pandemic created both opportunities and challenges across
the Group and overall the businesses proved resilient. During the
first lockdown, Staffline experienced strong demand for temporary
recruitment from the food, driving, logistics and e-commerce
sectors and, whilst subsequent lockdowns did not cause the
significant spike in food customer demand seen in March 2020,
volumes still remained high. Overall Group trading improved in the
second half of 2020, with an increase in revenues and all three
divisions returned to underlying operating profit, on a continuing
basis, exceeding revised expectations.
The momentum in the second half of 2020 continued into 2021 and
the Group made a strong start to the year, with revenue and
underlying operating profit ahead of expectations for the first
quarter despite the lockdowns implemented for the duration of the
period across the UK and Ireland. The Group has continued to
benefit from sustained demand from essential food and logistics
services, as well as e-commerce. The Group is now also seeing
increased activity from clients in some of those sectors most
adversely impacted by Covid-19, such as manufacturing, high street
retail and convenience foods. There is an increasingly positive
market backdrop, with independent data showing that recruitment
activity rebounded sharply in March 2021. In addition to the
stronger recruitment pipeline, it is anticipated that the Group's
training division will benefit from the increase in Government
spending on re-skilling and transitioning the workforce back into
full time employment. The Group plans to build on its market
leading position in Northern Ireland over the next three years,
entering the white-collar recruitment market whilst maintaining a
strong focus on growth and operating profit.
The Group's pre-IFRS 16 average net debt in the first quarter of
2021 reduced by GBP14.5 million to GBP54.9 million (including
deferred VAT) as a result of the initiatives implemented to
generate additional cashflow. The Group has benefited from a
GBP46.5 million Covid-19 VAT deferral. This VAT creditor will be
repaid in eight equal instalments of circa GBP5.8 million from June
2021 to January 2022. The first instalment will be reduced by a
circa GBP4.1 million corporation tax refund.
Notwithstanding some uncertainty in relation to the pace of
lockdown easing and recovery of certain sectors such as travel, the
Board is confident in the outlook and believes that the Group is
well positioned as a market leading recruitment and training
business with a strong reputation for quality delivery. Its
strategy is to capitalise on the Group's leadership position in
blue collar recruitment whilst expanding higher margin permanent
recruitment services and to cross sell employability and training
into its blue-chip client base.
However, the Group has required additional funding, which has
been provided by Covid-19 related VAT deferral relief from the
period from March to June 2020. This is now repayable and the Group
is therefore carrying out the Fundraise and Debt Refinancing to
meet this funding requirement. With the proposed strengthened
capital structure in place, the Board believes that the Group would
be in a strong position to take advantage of the increasing
opportunities arising from improving business confidence and the
wider Covid-19 economic recovery.
Current Trading and Outlook
The Company announced a trading update on 26 April 2021, in
which the Board confirmed that the momentum achieved in the second
half of 2020 had continued into 2021, and that Staffline had made a
strong start to the year with all three divisions achieving an
underlying operating profit for the first quarter of 2021. As a
result of this strong performance, the Company confirmed that both
revenue and underlying operating profit were expected to be ahead
of expectations with all three businesses ahead of budget.
The Board is pleased with the progress achieved thus far in 2021
and is beginning to see the benefits of the continued easing of
Covid-19 restrictions coupled with the UK's successful vaccination
roll-out programme, leading to improving market conditions.
The Group continues to see a stronger recruitment pipeline
developing, and it is anticipated that PeoplePlus will benefit from
the incremental increase in Government spending on re-skilling and
transitioning the national workforce back into employment,
following the end of the Furlough scheme.
The Company is currently negotiating certain contracts with
prime Restart suppliers in relation to the Department for Work and
Pensions Restart programme. Whilst there can be no guarantees that
any such contracts will be concluded, any resulting contracts will
not impact the current financial year, but would positively impact
revenue for the PeoplePlus division across 2022 and 2023.
Whilst there continues to be ongoing uncertainty relating to the
pandemic, given the strength of Staffline's trading in the first
quarter of 2021 and the clear momentum apparent across the Group's
core markets, the Board remains confident in the overall outlook
for the business.
Unaudited financials for the year ended 31 December 2020
Set out below are the summary unaudited financials for the year
ended 31 December 2020. The full results for that year are expected
to be published in June 2021.
FY2020 FY2019
(3)
GBPm GBPm
-------------------------- -------- --------
Revenue 927.6 1,063.0
Gross profit 74.6 87.5
Underlying operating
profit 4.8 (1) 2.9
Underlying profit/(loss)
after tax 3.4 (1.1)
(68.3)
Average net debt (2) (85.2)
(1) Underlying profit before goodwill impairment (GBP35.3
million), amortisation of acquired intangibles (GBP9.3 million),
reorganisation costs and other non-underlying costs (GBP7.7
million)
(2) Presented on a pre-IFRS16 basis and adjusted to include
GBP46.5 million of deferred VAT
(3) Numbers restated to exclude the results of the
Apprenticeships business sold in December 2020 and the Poland
subsidiaries, which are held for sale.
Reasons for the Transaction and Use of Proceeds
The Placing and Subscription are expected to raise GBP44 million
in gross proceeds (approximately GBP40 million net of costs of the
Fundraise and Debt Refinancing). The Board intends to use the funds
raised to reduce the indebtedness of the Group and to provide
working capital for growth. All proceeds of the Open Offer will be
used to further reduce indebtedness of the Group.
The Board believes that the Group is now well positioned, and
that the Transaction will provide the platform for profitable, cash
generative growth. T he Group's leverage will ultimately reduce
following the repayment of the deferred VAT creditor and as it
delivers growth and generates further cash.
Proposed Debt Refinancing
The Debt Refinancing and Fundraise are being carried out in
order to meet a forecast funding shortfall for the Group and to put
in place what the Board believes to be more appropriate debt
facilities with reduced ongoing Group borrowing costs. The Debt
Refinancing and Fundraise are inter-conditional. In the event that
the proceeds of the Placing and Subscription are not received in
full by the Company, the Debt Refinancing will not complete.
The New Facilities agreement has been signed with three lenders
(RBS Invoice Finance Limited, ABN AMRO Asset Based Finance N.V., UK
Branch and Leumi ABL Limited), subject to the Group satisfying
certain typical conditions precedent, in relation to committed full
resource receivables finance facilities of GBP90 million, in
aggregate. In addition, the New Facilities provide an accordion
option of up to a further GBP15 million for the Group if required
to fund further growth, subject to lender approval. The New
Facilities will be secured on all of the assets and undertakings of
the Company and certain other members of the Group, providing
liquidity which flexes with the Group's working capital
requirements. Further, the Group will continue to have access to
its existing and ongoing supplier financing arrangements in respect
of specific customers, under which invoices are settled in advance
of normal credit terms. At 31 March 2021, GBP38.7 million of
invoices had been settled under these arrangements.
The New Facilities have a four and a half year term, with a one
year extension option. The Group will pay interest at 2.75% over
SONIA, with a margin ratchet downwards dependent on the Group's
leverage. The margin reduces from 2.75% at greater than 5x net debt
to EBITDA, to 2.0% at less than or equal to 3x.
A termination fee is payable if the Company voluntarily cancels
the New Facilities (or any part of them). If
termination/cancellation occurs in the first 12 months, the fee
would be 2% of the cancelled amount; the fee reduces to 1% in the
second year and thereafter no fee is payable.
The New Facilities will repay the Existing Facilities comprising
a revolving credit facility of GBP20 million and an invoice finance
facility of GBP68.2 million and will replace the current 'off
balance sheet' non-recourse receivables purchase facility of GBP25
million. In conjunction with the Fundraise, the Debt Refinancing
will provide significant headroom for the Group going forward
against its forecast borrowing requirements. As mentioned above,
the existing supplier financing facilities will remain.
As at 31 March 2021 there was GBP20 million drawn down under the
revolving credit facility, GBP19.3 million drawn down under the
receivables finance facility and GBP18.4 million drawn down under
the non-recourse receivables facility.
Under the terms of the New Facilities, the Group will be subject
to a maximum net debt (averaged over a rolling 3 months) to EBITDA
leverage covenant (initially tested on a monthly basis with a
mechanism to move to quarterly testing after 31 December 2022
subject to EBITDA performance) commencing at 5.95x, followed by a
gradual reduction to 4.0x by October 2023. The Group will also be
subject to a minimum interest cover covenant of 2.25x the last
twelve months EBITDA to finance charges.
Importance of the Fundraise
The Transaction is conditional on, amongst other things, the
Bookbuild closing and the Resolutions being passed by Shareholders
at the General Meeting.
If the Bookbuild does not close and/or Shareholders do not
approve the Resolutions:
(i) the Placing, Subscription and the Open Offer cannot be implemented; and
(ii) the New Facilities would not be available to the Group.
In such circumstances, the Group would not have sufficient
liquidity under its Existing Facilities to meet its forecast
funding requirements. In such circumstances the Board would seek to
refinance its Existing Facilities but, based on current information
available, the Board believes that it is unlikely to be able to do
so without an equity raise or some other form of corporate action
which it cannot be certain it would achieve.
Accordingly, it is very important that Shareholders vote in
favour of the Resolutions so that the Transaction can proceed
(assuming that all other conditions are satisfied).
Details of the Placing, Subscription and Open Offer
Placing
The Placing will be conducted by way of the Bookbuild which will
be launched immediately following this Announcement in accordance
with the terms and conditions set out in the Appendix. Liberum is
acting as Sole Bookrunner in connection with the Placing.
Pursuant to the terms of the Placing Agreement, Liberum, as
agent for Staffline, has conditionally agreed to use reasonable
endeavours to place the Placing Shares at the Issue Price with
institutional and other investors, representing gross proceeds of
GBP44 million if the Placing Shares and Subscription Shares are
fully subscribed. The Placing Shares are not subject to clawback
and are not part of the Open Offer. 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. The Placing is not underwritten.
The Appendix (which forms part of this Announcement) contains
the detailed terms and conditions of the Placing.
The Placing is conditional, inter alia, on the following:
(i) the Resolutions to issue the New Ordinary Shares being passed at the General Meeting;
(ii) the closing of the Bookbuild;
(iii) the Placing Agreement and New Facilities agreements not
being terminated prior to Admission and becoming unconditional in
all respects save as they relate to Admission and, in the case of
the New Facilities agreements the completion of customary searches
and receipt of not less than GBP40 million of net proceeds of the
Fundraise by the Group; and
(iv) Admission of the Placing Shares and Subscription Shares
having become effective on or before 8.00 a.m. on 10 June 2021 (or
such later date and/or time as the Company and Liberum may agree
not being later than 4.30 p.m. on 17 June 2021).
If any of the conditions are not satisfied or waived by Liberum,
the New Ordinary Shares will not be issued and all monies received
from participants in the Fundraise will be returned to them (at the
investors' risk and without interest) as soon as possible.
Open Offer
In order to provide Qualifying 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 GBP4.4 million (before
expenses), on the basis of:
10 Open Offer Shares for every 78 Ordinary Shares
held by a Qualifying Shareholder on the Record Date
Subject to the fulfilment of the conditions set out below,
Qualifying Shareholders may subscribe for Open Offer Shares in
proportion to their holding of Existing Ordinary Shares held on the
Record Date. Qualifying Shareholders subscribing for their full
entitlement under the Open Offer may also request under the Excess
Application Facility 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) the closing of the Bookbuild;
(ii) the Resolutions to issue the New Ordinary Shares being passed at the General Meeting;
(iii) the Placing Agreement not being terminated prior to
Admission and having become unconditional in all respects; and
(iv) Admission of the Open Offer Shares becoming effective on or
before 8.00 a.m. on 10 June 2021 (or such later date and/or time as
the Company and Liberum may agree being no later than 4.30 p.m. on
17 June 2021).
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares and Subscription Shares, but the
Placing and Subscription 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 and Subscription
from completing.
A Circular which will provide further details, and include the
terms and conditions, of the Open Offer is expected to be sent to
Shareholders and be available on the Company's website
https://www.stafflinegroupplc.co.uk/investor-relations/ on or
around 24 May 2021. The Circular will also include further details
of the Placing, Subscription, and the Debt Refinancing and include
a notice convening the General Meeting.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of
Shareholders who do not have a registered address in the UK is
drawn to paragraph 5 of Part 4 of the Circular.
Director Participation
Certain of the Directors and employees of the Group have agreed
to subscribe for New Ordinary Shares by way of the Placing and
Subscription at the Issue Price, which amounts to proceeds of
c.GBP0.5m in aggregate.
The following Directors have agreed to participate in the
Placing or Subscription:
Director Participation (GBP)
Ian Lawson (Chairman) 50,000
Albert Ellis (CEO) 160,000
Daniel Quint (CFO) 100,000
Catherine Lynch (NED) 5,000
Ian Starkey (NED) 25,000
--------------------
The New Ordinary Shares
The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing 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.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Admission for
the New Ordinary Shares is expected to become effective and
dealings in such shares are expected to commence at 8.00 a.m. on 10
June 2021.
General Meeting
The Circular containing further details of the Fundraise and
convening the General Meeting and containing the Application Form
for the Open Offer and the Proxy Form for the General Meeting is
expected to be despatched to Shareholders on or around 24 May 2021
and will thereafter be available on the Company's website at
https://www.stafflinegroupplc.co.uk/investor-relations/.
It is proposed that a General Meeting will be held on 9 June
2021 at 11.00 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 New Ordinary
Shares. This authority will expire 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 570 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 New Ordinary Shares. This authority will expire on the
conclusion of the Company's next Annual General Meeting.
General
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Investors who
have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have
read and understood this Placing Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Inside Information
This Announcement is released by Staffline Group plc and
contains inside information for the purposes of Article 7 of MAR,
and is disclosed in accordance with the Company's obligations under
Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of
the Placing with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
For the purposes of MAR, Article 2 of Commission Implementing
Regulation (EU) 2016/1055 and the UK version of such implementing
regulation, the person responsible for arranging for the release of
this Announcement on behalf of the Company is Daniel Quint, Chief
Financial Officer.
For further information, please contact:
Staffline Group plc via Vigo Communications
www.stafflinegroupplc.co.uk
Albert Ellis, Chief Executive Officer
Daniel Quint, Chief Financial Officer
Liberum (Nominated Adviser and Sole
Bookrunner)
www.liberum.com
Bidhi Bhoma / Richard Lindley / William
Hall / Christopher Whitaker 020 3100 2222
Canaccord Genuity (Financial Adviser)
www.canaccordgenuity.com
Chris Robinson / Ben Spencer 020 7665 4500
Vigo Consulting ( Financial PR) 020 7390 0230
www.vigoconsulting.com staffline@vigoconsulting.com
Jeremy Garcia / Antonia Pollock
About Staffline - Recruitment, Training and Support
Enabling the Future of Work(TM)
Staffline is the UK's market leading Recruitment and Training
group. It has three divisions:
Recruitment GB
Staffline is the UK's leading provider of flexible blue-collar
workers, supplying approximately 40,000 staff per day on average to
around 450 client sites, across a wide range of industries
including agriculture, supermarkets, drinks, driving, food
processing, logistics and manufacturing.
Recruitment Ireland
The recruitment Ireland business is a leading end to end
solutions provider operating across twenty industries, ten branch
locations, fifteen onsite customer locations and offering RPO, MSP,
temporary and permanent solutions across the island of Ireland.
PeoplePlus Division
Staffline is the leading adult skills and training provider in
the UK, delivering adult education, prison education and
skills-based employability programmes across the country.
Expected Timetable of Principal Events
Record Date for entitlements under 6.00 p.m. on 19 May 2021
the Open Offer
Announcement of the proposed Fundraise 7.00 a.m. 21 May 2021
Ex-entitlement Date of the Open Offer 8.00 a.m. 21 May 2021
Announcement of the result of the 21 May 2021
Placing and Subscription
Publication of the Circular (including 24 May 2021
Notice of General Meeting), Application
Forms and Forms of Proxy
Open Offer Entitlements and Excess As soon as practical 24 May 2021
Entitlements credited to stock accounts after 8.00 a.m.
of Qualifying CREST Shareholders in
CREST
Latest time and date for requesting 4.30 p.m. 1 June 2021
withdrawal of Open Offer Entitlements
and Excess Entitlements from CREST
Latest time and date for depositing 3.00 p.m. 2 June 2021
Open Offer Entitlements and Excess
Entitlements into CREST
Latest time and date for splitting 3.00 p.m. 3 June 2021
Application Forms (to satisfy bona
fide market claims only)
Latest time and date for receipt of 11.00 a.m. 7 June 2021
Forms of Proxy
Latest time and date for receipt of 11.00 a.m. 7 June 2021
completed Application Forms and payment
in full under the Open Offer or settlement
of relevant CREST instructions (as
appropriate)
General Meeting 11.00 a.m. 9 June 2021
Announcement of the results of the 9 June 2021
General Meeting and Open Offer
Admission and commencement of dealings 8.00 a.m. 10 June 2021
in Placing Shares, Subscription Shares
and Open Offer Shares
Expected despatch of definitive share Within 5 business days of
certificates for the New Ordinary Admission
Shares in certificated form
IMPORTANT NOTICE
Neither this Announcement (including the Appendix and the
information contained in them), nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Japan, Singapore, New Zealand or the Republic of South Africa or to
any persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan,
Singapore, New Zealand or the Republic of South Africa or any other
state or jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States.
This communication is only addressed or distributed to, and
directed at, persons (A) in member states of the European Economic
Area who are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation ("Qualified Investors"). For the
purposes of this provision, the expression "Prospectus Regulation"
means Regulation (EU) 2017/1129; (B) in the United Kingdom, this
communication is being distributed only to, and is directed only
at, "qualified investors" (as defined in the UK version of the
Prospectus Regulation, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended from time to
time)): (i) who have professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated; and (C) in
Singapore who are (i) institutional investors within the meaning of
section 4A of the Securities and Futures Act (Chapter 289) of
Singapore ("SFA"), (ii) relevant persons within the meaning of
275(2) of the SFA or (iii) persons to whom an offer is made
pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area, the United Kingdom or
Singapore by persons who are not relevant persons.
No action has been taken by the Company, Liberum or any of their
respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants or, in the case of Liberum,
persons connected with it as defined in the Financial Services and
Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Placing 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.
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 has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").
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 require approval of the
communication by an authorised person.
No offering document or any registration statements has been, or
will be, filed with the Monetary Authority of Singapore.
Accordingly, this Announcement and any other document or material
in connection with the offer or sale, or invitation for
subscription or purchase, of Placing Shares may not be circulated
or distributed, nor may the Placing Shares be offered or sold, or
be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than
(a) institutional investors within the meaning of section 4A of the
SFA, (b) relevant persons within the meaning of 275(2) of the SFA
or (c) persons to whom an offer is made pursuant to Section 275(1A)
of the SFA, and in accordance with the conditions specified in
Section 275 of the SFA. This Announcement has not been reviewed by
the Monetary Authority of Singapore.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Liberum, or by any of its Affiliates as to, or in
relation to, the accuracy, fairness or completeness of the
information or opinions contained in this Announcement or any other
written or oral information made available to or publicly available
to any interested person or its advisers, and any liability
therefore is expressly disclaimed. The information in this
Announcement is subject to change.
None of the information in this Announcement has been
independently verified or approved by Liberum or any of its
Affiliates. Save for any responsibilities or liabilities, if any,
imposed on Liberum by FSMA or by the regulatory regime established
under it, no responsibility or liability whatsoever whether arising
in tort, contract or otherwise, is accepted by Liberum or any of
its Affiliates whatsoever for the contents of the information
contained in this Announcement (including, but not limited to, any
errors, omissions or inaccuracies in the information or any
opinions) or for any other statement made or purported to be made
by or on behalf of either of Liberum or any of its Affiliates in
connection with the Company, the Placing Shares or the Placing or
for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to
the Placing. Liberum and its Affiliates accordingly disclaim all
and any responsibility and liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by Liberum or any of its Affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Liberum is not responsible to
anyone other than the Company for providing the protections
afforded to clients of Liberum or for providing advice in
connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein. The
responsibilities of Liberum as the Company's nominated adviser and
broker under the AIM Rules and the AIM Rules for Nominated Advisers
are owed to the London Stock Exchange solely and are not owed to
Staffline Group plc or to any Director, Shareholder or any other
person in respect of such Shareholder's decision to acquire Shares
in reliance on any part of this announcement or otherwise
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company'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", "may",
"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 Company's businesses
operate to differ 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
differ 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
FCA, the London Stock Exchange or applicable law, the Company,
Liberum and their respective Affiliates undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
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.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Liberum. This Announcement is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities. Recipients of
this Announcement who are considering acquiring Placing Shares
pursuant to the Placing are reminded that they should conduct their
own investigation, evaluation and analysis of the business, data
and property described in this Announcement. 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. The price and value of securities can go down
as well as up.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
In connection with the Placing, Liberum and any of its
Affiliates, acting as investors for their own account, may take up
a portion of the Placing Shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for the own accounts or otherwise deal for their own account
in such Placing Shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Liberum and any
of its Affiliates acting in such capacity. In addition, Liberum and
any of its Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which Liberum and any of its
Affiliates may from time to time acquire, hold or dispose of
shares. Liberum does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM of the
London Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. Persons participating in the Placing, by
making an oral or written offer to subscribe for Placing Shares,
will be deemed to have read and understood this Announcement in its
entirety and to be making such offer to acquire Placing Shares 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.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) 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 (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Liberum will only
procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of COBS; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of retail clients 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 "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Shares
may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The EU
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 EU Target Market Assessment, Liberum will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU 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 Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate
distribution channels.
Notification under Section 309b(1)(c) of the Securities and
Futures Act (Chapter 289) of Singapore
Unless otherwise stated in herein, all Placing Shares issued or
to be issued shall be prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore) and Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE
"EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129, AS AMED FROM TIME TO TIME (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS");
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION
(THE "UK PROSPECTUS REGULATION") WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED
(C) PERSONS IN SINGAPORE WHO ARE (I) INSTITUTIONAL INVESTORS
WITHIN THE MEANING OF SECTION 4A OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE ("SFA"), (II) RELEVANT PERSONS WITHIN
THE MEANING OF 275(2) OF THE SFA OR (III) PERSONS TO WHOM AN OFFER
IS MADE PURSUANT TO SECTION 275(1A) OF THE SFA, AND IN ACCORDANCE
WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in whole
or in part, in, into or within the United States (including its
territories and dependencies, any state and the District of
Columbia) except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the securities mentioned herein in the United States.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the
United States, Australia, Canada, Japan, Singapore, the Republic of
South Africa or any other jurisdiction in which such release
publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a purchase of Placing
Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunner or any of their respective affiliates, agents directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves
about and to observe any such restrictions.
No offering document or any registration statements has been, or
will be, filed with the Monetary Authority of Singapore.
Accordingly, this Announcement and any other document or material
in connection with the offer or sale, or invitation for
subscription or purchase, of Placing Shares may not be circulated
or distributed, nor may the Placing Shares be offered or sold, or
be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than
(a) institutional investors within the meaning of section 4A of the
SFA, (b) relevant persons within the meaning of 275(2) of the SFA
or (c) persons to whom an offer is made pursuant to Section 275(1A)
of the SFA, and in accordance with the conditions specified in
Section 275 of the SFA. This Announcement has not been reviewed by
the Monetary Authority of Singapore
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the EEA or the UK.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of Liberum has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article 2
(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Regulation:
(iii) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Bookrunner has been given to the offer or
resale; or
(iv) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; or
in the case of a Relevant Person in Singapore who acquires any
Placing Shares pursuant to the Placing it is:
(c) an institutional investor within the meaning of section 4A
of the Securities and Futures Act (chapter 289) of Singapore
("SFA"),
(d) a relevant person within the meaning of 275(2) of the SFA;
(e) a person to whom an offer is made pursuant to section
275(1a) of the SFA, and in accordance with the conditions specified
in section 275 of the SFA.
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. 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;
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is not a U.S. Person (as defined in Regulation S
under the US Securities Act ("Regulation S")) and is located
outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; and
7. it has not offered, sold or delivered and will not offer to
sell or deliver any of the Placing Shares to persons within the
United States, directly or indirectly, or to, or for the account or
benefit of, US Persons; neither it, its affiliates, nor any persons
acting on its behalf, have engaged or will engage in any directed
selling efforts (as defined in Regulation S) with respect to the
Placing Shares; and it is not taking up the Placing Shares for
resale in or into the United States.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Placing Results Announcement") (together, the
"Placing Documents") and any other information publicly announced
through a regulatory information service ("RIS") by or on behalf of
the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the trade confirmation sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Bookrunner or the Company or any other person and neither the
Bookrunner, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor,
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner is acting as bookrunner in connection with the
Placing and has today entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, the Bookrunner, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours
to procure placees for the Placing Shares.
The final number of Placing Shares will be set out in a share
placing supplement agreed between the Bookrunner and the Company
following the Bookbuild (the "Placing Supplement").
The Placing is not underwritten by the Bookrunner.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for the admission of the Placing Shares to
trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on 10 June 2021 (or such later
time and/or date as the Bookrunner may agree with the Company,
being not later than 4.30 p.m. on 17 June 2021) and that dealings
in the Placing Shares will commence at that time.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Bookrunner shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as bookrunner and
placing agent of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by the Bookrunner. The Bookrunner may itself agree
to be a Placee in respect of all or some of the Placing Shares or
may nominate any member of its group to do so.
2. The single price payable to the Bookrunner as agent for the
Company by all Placees whose bids are successful is fixed at 50
pence per Placing Share (the "Issue Price").
3. The number of Placing Shares will be agreed by the Bookrunner
(in consultation with the Company) following completion of the
Bookbuild. Subject to the execution of the Placing Supplement, the
number of Placing Shares to be issued will be announced on an RIS
following the completion of the Bookbuild via the Placing Results
Announcement.
4. Allocations of the Placing Shares will be determined by the
Bookrunner after consultation with the Company (the proposed
allocations having been supplied by the Bookrunner to the Company
in advance of such consultation). Subject to the execution of the
Placing Supplement, allocations will be confirmed orally or in
writing by the Bookrunner and a trade confirmation will be
despatched as soon as possible thereafter. The Bookrunner's oral or
written confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee), in favour of the Bookrunner and the Company, to
acquire the number of Placing Shares allocated to it and to pay the
Issue Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. Except with the Bookrunner's consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
5. Each Placee's allocation and commitment will be evidenced by
a trade confirmation issued to such Placee by the Bookrunner. The
terms of this Appendix will be deemed incorporated in that trade
confirmation.
6. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
7. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
8. 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 be capable
of rescission or termination by the Placee.
9. To the fullest extent permissible by law, neither the
Bookrunner, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Bookrunner, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method
of effecting the Placing as the Bookrunner and the Company may
determine.
10. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Bookrunner's conduct of the
Placing.
11. All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Bookrunner's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London time) on
10 June 2021(or such later time and/or date, not being later than
4.30 p.m. (London time) on 17 June 2021, as the Bookrunner may
otherwise agree with the Company) (the "Closing Date");
3. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in every respect and not
misleading as at the date of the Placing Agreement and immediately
prior to Admission, as though they had been given and made on such
date by reference to the facts and circumstances then
subsisting;
4. the Company having complied with all of its obligations under
the Placing Agreement which fall to be performed or satisfied on or
prior to Admission;
5. the execution and delivery of the Placing Supplement;
6. the passing of resolutions by the Company's shareholders at a
general meeting held to approve the issuance and allotment of,
amongst others, the Placing Shares;
7. between the date of the Placing Agreement and Admission there
having been no material adverse change in, or any development
including a prospective material adverse change in, or affecting,
the condition (financial, operational, legal or otherwise) or the
earnings, management, business affairs, solvency, credit rating or
prospects of the Company or the Group (taken as a whole) whether or
not arising in the ordinary course of business ("Material Adverse
Change"); and
8. the New Facilities agreements not being terminated, amended
(without the prior written consent of the Bookrunner, not to be
unreasonably delayed or withheld) or rescinded prior to Admission
and becoming unconditional in all respects at Admission (other than
any condition relating to Admission, the completion of customary
searches and/or receipt by the Group of GBP40 million of net
proceeds of the Fundraise).
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
any such Conditions in respect of all or any part of the
performance thereof. The condition in the Placing Agreement
relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Bookrunner by the relevant time or date
specified (or such later time or date as the Company and the
Bookrunner may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below under "Right to terminate
under the Placing Agreement", the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither the Bookrunner, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the
satisfaction of any Condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of the
warranties (in a material respect) or undertakings contained in the
Placing Agreement or the Company fails to perform any other
provision of the Placing Agreement;
2. any statement contained in the Placing Documents (or the
Circular or Application Form) is incorrect or has become untrue or
incorrect in any material respect or misleading or a new matter has
arisen or change has taken place which would, if the Placing were
made at that time, constitute a material omission; or
3. the occurrence of a Material Adverse Change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by the Bookrunner of any right of termination or of any
other discretion under the Placing Agreement shall be within the
absolute discretion of the Bookrunner and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by the Bookrunner of the allocation and commitments following the
close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Bookrunner that, between the
date of the Placing Agreement and 180 days after Admission, it will
not, without the prior written consent of the Bookrunner allot or
issue any Ordinary Shares (or any interest therein or in respect
thereof) or issue any Options over Ordinary Shares (or any other
securities exchangeable for or convertible into, or substantially
similar to, Ordinary Shares) save for the issue of any options
pursuant to (and in accordance with the rules of) the Company's
existing share option or share incentive schemes or for the issue
of Ordinary Shares pursuant to the exercise of any options under
such schemes.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up provisions under the Placing Agreement shall be within
the Bookrunner's absolute discretion and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B040L800) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Bookrunner reserves the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place
with the Bookrunner stating the number of Placing Shares allocated
to them at the Issue Price, the aggregate amount owed by such
Placee to the Bookrunner and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the Bookrunner as agent for the Company and the
Bookrunner will enter its delivery 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.
It is expected that settlement in respect of the Placing Shares
will take place on 10 June 2021 on a delivery versus payment
basis.
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 four percentage points above the Bank of
England's base rate from time to time but 4% per year for any
period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner 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 Bookrunner'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 will be
required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed
in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are issued in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Bookrunner nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Bookrunner (in its capacity as bookrunner and placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of their application for Placing
Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Bookrunner on an after-tax
basis in respect of any Indemnified Taxes;
4. neither the Bookrunner nor any of its affiliates agents,
directors, officers and employees accepts any responsibility for
any acts or omissions of the Company or any of the directors of the
Company or any other person (other than the Bookrunner) in
connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
Purchases by Bookrunner for its own account
9. in connection with the Placing, the Bookrunner and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to the Bookrunner or any
of their affiliates acting in such capacity;
10. the Bookrunner and its affiliates may enter into financing
arrangements and swaps with investors in connection with which the
Bookrunner and any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares;
11. the Bookrunner does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Bookrunner
12. the Bookrunner does not owe any fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of the Bookrunner in connection with
its participation in the Placing and that the Bookrunner has no
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
respective rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
No responsibility of the Bookrunner for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither the Bookrunner nor its
affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information,
representation or statement contained in, or omission from, the
Placing Documents, the Publicly Available Information or otherwise
nor will they be liable for any Placee's decision to participate in
the Placing based on any information, representation, warranty or
statement contained in the Placing Documents, the Publicly
Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by the Bookrunner or the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
(c) neither the Bookrunner, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the Placing
Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available
Information; nor has it requested the Bookrunner, the Company, any
of their respective affiliates or any person acting on behalf of
any of them to provide it with any such material or information;
and
(d) neither the Bookrunner nor the Company will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that
person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that the Bookrunner, any of its affiliates or any person acting on
their behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Bookrunner for all or part of any such
loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in
the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or the Bookrunner
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in the Bookrunner, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Announcement;
Excluded territories
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, New Zealand, Canada,
Japan, Singapore or the Republic of South Africa, or any state,
province, territory or jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Bookrunner or any person
acting on behalf of the Company or the Bookrunner that would, or is
intended to, permit a public offer of the Placing Shares in the
United States, Australia, New Zealand, Canada, Japan, Singapore or
the Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;
25. unless otherwise specifically agreed with the Bookrunner, it
is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of, nor have an address in, Australia, New Zealand,
Japan, Singapore, the Republic of South Africa or any province or
territory of Canada;
26. it may be asked to disclose in writing or orally to the Bookrunner:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with U.S. securities laws
27. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares, (i) at the time the
Placing Shares are subscribed for will be located outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S;
(ii) has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S;
28. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the US Securities Act,
or pursuant to an exemption from the registration requirements of
the US Securities Act and in accordance with applicable state
securities laws;
29. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
Compliance with EEA selling restrictions and the Prospectus
Regulation
30. if in a member state of the EEA, unless otherwise
specifically agreed with the Bookrunner in writing, it is a
Qualified Investor;
31. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
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 EEA within the meaning of the Prospectus Regulation;
32. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, 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 EEA which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the prior
consent of the Bookrunner has been given to each proposed offer or
resale;
Compliance with FSMA, the UK financial promotion regime and
MAR
33. if in the United Kingdom, that it is a "Qualified Investor"
for the purposes of the UK version of the Prospectus Regulation
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018 and is a person (i) having professional
experience in matters relating to investments who falls within the
definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order,
or (iii) to whom it may otherwise lawfully be communicated;
34. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
35. 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 and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by the Bookrunner in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
36. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
the UK version of Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse
("MAR")) in respect of anything done in, from or otherwise
involving, the United Kingdom);
Compliance with Singaporean law
37. if in Singapore, it is (i) an institutional investor within
the meaning of section 4A of the Securities and Futures Act
(chapter 289) of Singapore ("SFA"); (ii) a relevant person within
the meaning of 275(2) of the SFA; or (iii) a person to whom an
offer is made pursuant to section 275(1a) of the SFA, and in
accordance with the conditions specified in section 275 of the
SFA;
38. it has not offered or sold and will not offer or sell any
Placing Shares to persons in Singapore;
39. it acknowledges that all Placing Shares issued or to be
issued shall be prescribed capital markets products (as defined in
the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore) and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products);
Compliance with laws
40. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
41. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
42. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
Depositary receipts and clearance services
43. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
44. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 the Bookrunner may in its sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
Money held on account
45. any money held in an account with the Bookrunner on behalf
of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from the Bookrunner's money in accordance
with the client money rules and will be held by it under a banking
relationship and not as trustee;
Allocation
46. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner or the Company
may call upon it to subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned
maximum;
No recommendation
47. neither the Bookrunner, nor any of its affiliates, nor any
person acting on behalf 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;
Inside information
48. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(c) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(d) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(e) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
49. the rights and remedies of the Company and the Bookrunner
under the terms and conditions in this Announcement are in addition
to any rights and remedies which would otherwise be available to
each of them and the exercise or partial exercise of one will not
prevent the exercise of others; and
Governing law and jurisdiction
50. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Bookrunner in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation
on a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as the Bookrunner and are
irrevocable. The Bookrunner, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably
authorises the Company and the Bookrunner 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.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Bookrunner and their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person
acting on such Placee's behalf) in this Announcement or incurred by
the Bookrunner, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the
Bookrunner will be responsible and the Placees shall indemnify the
Company and the Bookrunner on an after-tax basis for any stamp duty
or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction
paid by the Company or the Bookrunner in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Bookrunner accordingly. Placees
are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes
that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Bookrunner and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold the Bookrunner and/or the
Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
DEFINITIONS
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the New Ordinary 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)
"Application Form" the application form relating to the Open
Offer to be enclosed with the Circular
for use by Qualifying non-CREST Shareholders
"Basic Entitlement(s)" the pro rata entitlement for Qualifying
Shareholders to subscribe for 10 Open
Offer Shares for every 78 Ordinary Shares
held by a Qualifying Shareholder on the
Record Date pursuant to the Open Offer
as will be more particularly 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 relation to a share or other security,
"in certificated form" a share or other security that is not
in uncertificated form, that is not in
CREST
"Circular" the circular published by the Company
giving (amongst other things) details
of the Transaction, the terms and conditions
of the Open Offer and incorporating the
Notice of General Meeting, which is expected
to be posted on or around 24 May 2021
"Company" or "Staffline" Staffline Group plc, a company incorporated
in England and Wales with registered number
05268636
"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)
"Debt Refinancing" the proposed refinancing of the Existing
Facilities with the New Facilities
"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 to be
set out in 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
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked 'ex' for entitlement
under the Open Offer being 21 May 2021
"Existing Facilities" the Group's existing three separate financing
facilities totalling GBP113 million, being
a GBP20 million revolving credit facility,
a GBP68 million receivables finance facility
and a GBP25 million non-recourse receivables
facility
"Existing Ordinary the 68,930,486 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)
"Fundraise" together, the Placing, Subscription and
Open Offer
"General Meeting" the general meeting of the Company convened
for 11.00 a.m. on 9 June 2021 at which
the Resolutions will be proposed, notice
of which will be set out at the end of
the Circular
"Group" the Company and its Subsidiaries
"ISIN" International Securities Identification
Number
"Issue Price" 50 pence per New Ordinary Share
"Liberum" or "Broker Liberum Capital Limited, the Company's
and Nominated Adviser" Sole Bookrunner and Nominated Adviser
"London Stock Exchange" London Stock Exchange plc
"New Facilities" the new receivables finance facilities
of GBP90 million, in aggregate, and an
accordion option of up to a further GBP15
million, available to the Group from ABN
AMRO Bank, RBS Invoice Finance and Leumi
ABL, subject to the Group satisfying certain
conditions precedent
"New Ordinary Shares" up to 165,767,728 new Ordinary Shares
to be issued pursuant to the Transaction
(being the Placing Shares, Subscription
Shares and the Open Offer Shares)
"Notice of General the notice of General Meeting to be set
Meeting" out 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 contained 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 8,837,242 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
"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 Agreement" the conditional agreement dated 21 May
2021 between the Company and Liberum in
connection with the Placing, 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 87,249,500 New Ordinary Shares to
be conditionally placed with Placees by
Liberum in accordance with the terms of
the Placing Agreement
"Qualifying CREST Qualifying Shareholders holding Existing
Shareholders" 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 to be set out
in the Circular
"Record Date" 19 May 2021
"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
"SFA" the Securities and Futures Act (Chapter
289) of Singapore
"Shareholder" a holder of Ordinary Shares
"SONIA" Sterling Overnight Index Average
"Subscription" the subscription for the Subscription
Shares in accordance with the Subscription
Letters by certain Directors and senior
officers of the Company at the Issue Price
as more particularly described in this
Announcement and the Circular
"Subscription Letters" the subscription letters entered into
between the Company and certain Directors
and senior officers of the Company on
21 May 2021
"Subscription Shares" up to 750,500 New Ordinary Shares conditionally
subscribed for in accordance with the
terms of the Subscription Letters
"Transaction" together, the Fundraise and Debt Refinancing
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated" or a share or other security recorded on
"in uncertificated the relevant register of the share or
form" security concerned as being held in uncertificated
form in CREST and title to which, by virtue
of the 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
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END
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May 21, 2021 02:00 ET (06:00 GMT)
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