TIDMIMTK
RNS Number : 5320L
Imaginatik PLC
02 August 2011
For release at 7.15 on 2 August 2011
Imaginatik plc ("Imaginatik" or the "Company")
Conditional Open Offer of 328,435,812 Ordinary Shares at 0.5
pence per share on the basis of 3 Offer Shares for every 2 Existing
Ordinary Shares and conditional Placing and Subscription of up to
196,128,600 Ordinary Shares at 0.5 pence per share to the extent
not taken up under the Open Offer
Imaginatik, (AIM: IMTK), a leading provider of enterprise
collaborative software and processes, announces that it proposes to
raise up to GBP1.64 million (before expenses) by way of a
conditional Placing, Subscription and Open Offer. The terms of the
Placing, Subscription and Open Offer are described in a document
which is expected to be despatched to shareholders of the Company
on 3 August 2011, containing a notice of general meeting of the
Company to be held on 26 August 2011.
For further information please contact:
Imaginatik plc Tel: 020 7917 2975
Matt Cooper, Executive Chairman
Shawn Taylor, CFO
Arbuthnot Securities Limited Tel: 020 7012 2000
Tom Griffiths / Richard Johnson
Threadneedle Communications Tel: 020 7653 9850
Caroline Evans-Jones / Hilary Millar
The information set out below in this announcement has been
extracted from the Chairman's letter set out in the document to be
sent to shareholders, a copy of which will be available, on
posting, on the Company's website, www.imaginatik.com in accordance
with the AIM Rules for Companies: -
"Dear Shareholder,
Conditional Open Offer of 328,435,812 new Ordinary Shares at 0.5
pence per share on the basis of 3 Offer Shares for every 2 Existing
Ordinary Shares and conditional Placing and Subscription of up to
196,128,600 Ordinary Shares at 0.5 pence per share to the extent
not taken up under the Open Offer
INTRODUCTION
On 2 August 2011, the Company announced that it proposed to
raise up to GBP1.64 million (before expenses) by way of a Placing,
Subscription and Open Offer, thus allowing the Company's existing
Shareholders the opportunity to participate in the fundraising.
The terms of the Placing, Subscription and Open Offer are
described in this document. The net proceeds of the Placing,
Subscription and Open Offer are expected to be approximately
GBP1.54 million (assuming maximum take up under the Open Offer, the
Placing and the Subscription) and, as explained below, the
Directors believe they will be sufficient to take the Group to the
stage where it is generating net positive cashflow from its
innovation consultancy and software licensing business. The
Placing, Subscription and Open Offer are conditional, inter alia,
upon Admission and approval of the Resolutions by Shareholders at
the General Meeting.
The purpose of this document is to:
1 provide you with information about the background to and the
reasons for the Proposals; and
2 explain why the Board considers the Proposals to be in the
best interests of the Company and its Shareholders as a whole and
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting.
DETAILS OF THE PLACING, THE SUBSCRIPTION AND THE OPEN OFFER
Qualifying Shareholders are invited to apply for Offer Shares
under the Open Offer at a price of 0.5 pence per Offer Share,
payable in full on application and free of all expenses, pro rata
to their existing shareholdings on the basis of:
3 Offer Shares for every 2 Existing Ordinary Shares
held at the Record Date and so on in proportion for any other
number of Existing Ordinary Shares then held. Open Offer
Entitlements will be rounded down to the nearest even whole number
of Offer Shares. Fractional entitlements which would have otherwise
arisen will not be issued.
The Open Offer is subject to the satisfaction, amongst other
matters, of the following conditions on or before 8.00 a.m. on
Tuesday 30 August 2011, or such later date (being not later than
8.00 a.m. on Friday 16 September 2011), as the Company and
Arbuthnot may decide:
(1) the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms;
and
(2) Admission becoming effective.
The Open Offer has been structured so as to allow Qualifying
Shareholders to subscribe for Offer Shares at the Offer Price pro
rata to their holdings of Existing Ordinary Shares. To the extent
that Offer Shares are not subscribed by Qualifying Shareholders,
Open Offer Entitlements will lapse. Further details of the Open
Offer and the procedure for application are given in Part II of
this document.
Arbuthnot has, pursuant to the Placing Agreement, undertaken to
use its reasonable endeavours to place up to 186,000,000 Offer
Shares not subscribed for by Qualifying Shareholders with certain
other investors. Accordingly, Arbuthnot has made arrangements with
certain institutional investors, Directors and other investors for
the Offer Shares to be placed to the extent that they are not taken
up by Qualifying Shareholders under the Open Offer. 186,000,000
Offer Shares have been provisionally placed with institutional and
other investors. Placees who are also Qualifying Shareholders have
agreed with the Company and with Arbuthnot as part of the Placing
not to take up any of their entitlements under the Open Offer. In
addition, two investors have conditionally agreed directly with the
Company to subscribe for 10,128,600 Offer Shares to the extent they
are not taken up by Qualifying Shareholders under the Open
Offer.
Shawn Taylor, Paul Morland and I have given commitments to
subscribe in person or by a nominee, for up to 17,000,000 Offer
Shares in aggregate in the Placing, representing 5.18 per cent. of
the Offer Shares and 9.14 per cent. of the Placing Shares, as
detailed in paragraph 2.2 of Part IV of this document.
The aggregate subscription by the Directors ("Directors'
Participations") constitutes a related party transaction for the
purposes of the AIM Rules for Companies (the "AIM Rules"). The
Directors who are deemed to be independent for the purposes of this
participation in the Placing, being the Directors other than I,
Shawn Taylor and Paul Morland, consider, having consulted with
Arbuthnot as the Company's nominated adviser, that the terms of the
Directors' Participations are fair and reasonable insofar as
Shareholders are concerned.
In addition, both Octopus Investments Limited ("Octopus") and
Artemis Investment Management LP ("Artemis") are subscribing for
Placing Shares in the Placing. Both Octopus and Artemis are each
substantial shareholders in the Company, as defined in the AIM
Rules and for the purposes of the AIM Rules, the subscriptions by
Octopus and Artemis each also constitute a related party
transaction. The Directors who are deemed to be independent of the
subscriptions by Octopus and Artemis, being the Directors other
than I (being the Chairman of the Company and also the Chairman of
Octopus), Shawn Taylor and Paul Morland, having consulted with
Arbuthnot as the Company's nominated adviser, consider the terms of
the subscriptions by Octopus and by Artemis to be fair and
reasonable insofar as the shareholders of the Company are
concerned.
The Admission Shares will, when issued and fully paid, 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 after the date of Admission.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Admission Shares to be admitted to trading on AIM. It is expected
that such Admission will become effective and that dealings will
commence on Tuesday 30 August 2011. Further information in respect
of settlement and dealings in the Admission Shares is set out in
paragraph 7 of Part II of this document.
Overseas Shareholders
It is the responsibility of any person receiving a copy of this
document and/or the Application Form outside the United Kingdom to
satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant territory in connection
therewith, including obtaining any governmental or other consents
which may be required or observing any other formalities required
to be observed in such territory and paying any other issue,
transfer or other taxes due in such other territory. If in doubt,
such persons should consult their professional advisers. Persons
(including, without limitation, nominees and trustees) receiving
this document and/or the Application Form should not, in connection
with the Proposals, distribute or send it into any jurisdiction
when to do so would, or might contravene local securities laws or
regulations. Any person who does forward this document into any
such jurisdictions should draw the recipient's attention to the
contents of paragraph 6 of Part II of this document regarding
Overseas Shareholders. If you are an Overseas Shareholder, it is
important that you read that part of this document.
The Open Offer will be extended to any Qualifying Shareholders
to whom this document and the Application Form may not be sent, by
means of an advertisement in the London Gazette.
USE OF PROCEEDS
The net proceeds of the Placing and Open Offer are expected to
be approximately GBP1.54 million (assuming maximum take up under
the Open Offer, the Placing and the Subscription). The proceeds
will be used to strengthen the Group's balance sheet and to meet
the current projected business development and software investment
costs, expenditure on bolstering the Company's sales and consulting
capacity and general working capital requirements of the Group over
the next 12 months.
The Board believes that the expected net proceeds of the
Placing, Subscription and Open Offer will allow the Company to
generate net positive cash flow from its operations. The Directors
believe that the Placing, Subscription and Open Offer is the most
equitable and efficient method to allow as many Shareholders to
participate in the Company's future as possible.
CURRENT TRADING AND FUTURE PROSPECTS
The Company has today announced its unaudited preliminary
results for its financial year ended 31 March 2011, which contains
an update to Shareholders as to the Company's business. Below is an
extract from the preliminary statement where I comment on the
Company's current trading and future prospects:
"As highlighted in the Interim Results announcement released in
December 2010, considerable effort has continued to be invested in
three key areas. These were the rebuilding of our sales capability,
the upgrading of our technology platform and the clarification of
our growth strategy and strategic direction.
I am pleased to report that we have made good progress in each
of these three areas. While the results for the year are
disappointing, the trends underlying the headline figures are
moving in the right direction, namely;
-- We signed 7 new customers in the second half, compared to 2
in the first (2010, 4 in the second half, 6 in the first);
-- All bar one customer reaching the end of their contracts
since the restructuring in summer 2010 have re-signed with us,
demonstrating the value they place on the services we provide;
and
-- At the year end we had more pilots underway, 6 versus 4 at
the same point last year.
The reasons for the reduction in revenues compared to the prior
year are three-fold. First, the loss of a significant number of
customers in the preceding year meant we had a lower level of
renewals available to us. We are confident that we now have a more
solid customer base, having spent time this year visiting and
working with every customer to maximise their returns from the use
of our software.
Second, we did not secure as many new customers overall as we
did in the previous year as a result of the time spent rebuilding
and re-educating the sales team. It is important to note that we
did see an increased level of new client wins in the second half of
the year, securing contracts worth over GBP500,000 in the final few
months of the year. The majority of these revenues will be
recognised in the next financial year.
The third reason was the extent of the multi-year contracts
signed in the previous financial year providing a substantial
revenue contribution in the year ended 31 March 2010, but a
markedly lower contribution in the year ended 31 March 2011. A
number of these contracts are due for renewal in the coming
financial year.
Our enterprise innovation platform and consultancy services
continue to be selected by some of the world's most successful
businesses and organisations, including the World Bank, and the
Government Services Agency of the United States Government. We
believe this is a clear validation of the quality of our offering.
Our continuing goal is to help make the best companies even better
by helping them develop a deep competency in innovation. In order
to achieve that goal, we are continuing to fill out our offering of
products and services so that we can be a complete innovation
partner to our clients. We believe we have made a great deal of
progress towards that goal in the past year.
This steadying of the customer base and the signing of several
new clients on annual contracts towards the end of the year, means
we have now entered the new financial year with a higher level of
revenue visibility than the previous year, being revenue which is
either under contract for the year, or available to us via renewal
with existing customers. We entered the new financial year with
visibility of over GBP2.6m (2010: GBP2.3m), underpinning a
substantial part of our fixed overheads.
Since the year end, we have secured two additional customers,
Cotton Incorporated, the research and promotions company for US
cotton growers, on a multi-year contract, and Cementos Argos, one
of the largest cement manufacturers in Latin America, further
adding to our client base and recurring revenues.
Financial Review
Total revenue for the year ended 31 March 2011 decreased by 37%
to GBP2.85 million (FY 2010: GBP4.55 million). During the year, 21%
of revenue was generated from up-selling our software and services
into existing customers, 29% from selling into new clients, and 50%
from recurring business (FY 2010: 20:29:51%). We added 9 new
customers during the year (FY 2010: 10).
The US continues to be our core market and the percentage of
revenues received from the region grew in the period to 96% (FY
2010: 90%) with the remaining 4% made up from the Rest of the World
(FY 2010: 10%).
We took steps during the year to reduce overheads, largely
through lower head count and reduced spend on marketing activities
deemed to be unnecessary in a period where many leads are now
generated through web activity and referrals. The overheads for the
year were inflated due to approximately GBP350,000 of one-off legal
costs incurred as a result of litigation against the former CEO.
This litigation has resulted in a successful result for the
Company, obtaining judgment in each of its actions. A significant
portion of this cost is expected to be recovered in due course
although in order to be prudent this has not been recognised in the
financial statements.
As a result, total costs have been reduced by 12% in the year
from GBP5.979 million to GBP5.257 million this year. The Company
continues to seek means to reduce costs post year-end.
Operating losses after share option costs widened to GBP2.41
million (FY 2010: GBP1.43 million) primarily as a function of the
drop in revenues as referred to above.
We continued to invest in our software platform in the year,
upgrading and adding new functionality to improve our
competitiveness. In the year we invested GBP0.57 million (FY2010:
GBP0.42 million) all of which has been prudently written off as
incurred but the software remains the Company's primary asset.
Outlook
The outlook for the business is stronger now than it has been
for the last 18 months. The final quarter of the year saw the
signing of several significant contracts which gives us confidence
in our strategy and adds to our increasing levels of revenue
visibility for this coming year. We have also increased the number
of pilots signed in the second half, which we expect to see
converted into annual licence deals during the next financial
year.
Importantly, we believe our sales team now has the correct
structure, the team is largely complete and well trained and has
the tools with which to capitalise on the growing number of
opportunities in our market.
Imaginatik continues to be regarded as one of the leaders in the
high growth innovation market. This strong reputation, outstanding
customer list and strengthening fundamentals mean we view the
future with increased confidence."
ACTION TO BE TAKEN IN RESPECT OF THE OPEN OFFER
If you are a Qualifying Shareholder you will find an Application
Form accompanying this document which gives details of your Open
Offer Entitlement (i.e. the number of Offer Shares provisionally
allocated to you). If you wish to apply for Offer Shares under the
Open Offer, you should complete the enclosed Application Form in
accordance with the procedure set out at paragraph 3 of Part II of
this document and on the Application Form itself and post it in the
accompanying prepaid envelope, together with payment in full in
respect of the number of Offer Shares applied for to Neville
Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA so as to arrive as soon as possible and in any
event so as to be received no later than 11.00 a.m. on Thursday 25
August 2011, having first read carefully Part II of this document
and the contents of the Application Form.
The latest time for applications to be received under the Open
Offer is 11.00 a.m. on Thursday 25 August 2011. The procedures for
application and payment are set out in Part II of this document.
Further details also appear on the accompanying Application Form
which is being sent to Qualifying Shareholders.
ACTION TO BE TAKEN IN RESPECT OF THE GENERAL MEETING
Set out at the end of this document is a notice convening a
General Meeting of the Shareholders of the Company to be held at
the offices of the Company's solicitors, Marriott Harrison, at
Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on Friday 26
August 2011 at 2.00 p.m. at which the Resolutions set out in the
Notice of General Meeting will be proposed. The Resolutions are
required to grant the Directors sufficient authority under the
Companies Act 2006 and under the Company's articles of association
to allot and issue the Admission Shares. If the Resolutions are not
passed at the General Meeting then the Placing and Open Offer and
Subscription would not complete. Shareholders are encouraged to
vote in favour of the Resolutions and to return their form of proxy
in support of the Resolutions.
A form of proxy for use at the General Meeting is enclosed.
The form of proxy should be completed and signed in accordance
with the instructions on it and returned to the Company's
registrars, Neville Registrars Limited, Neville House, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA as soon as possible, but in
any event so as to be received not later than 2.00 p.m. on
Wednesday 24 August 2011.
The completion and return of a form of proxy will not preclude
you from attending the General Meeting and voting in person should
you so wish.
RISKS AND ADDITIONAL INFORMATION
Shareholders' attention is drawn to the risk factors set out in
Part III and to the additional information set out in Part IV of
this document. Shareholders are advised to read the whole of this
document and should not rely solely on the information given in
this letter.
RECOMMENDATION
The Board believes that the Proposals are in the best interests
of the Company and its Shareholders as a whole. The Board therefore
unanimously recommends that Shareholders vote in favour of the
Resolutions as they intend to do or procure to be done in respect
of their own beneficial holdings of ordinary shares in the Company,
representing approximately 13 per cent. of the Company's issued
share capital.
Yours faithfully
Matt Cooper
Executive Chairman
Imaginatik Plc"
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2011
------------------------------------------ ------------------------
Record Date 5.00 p.m. on 1 August
------------------------------------------ ------------------------
Publication and posting of the Circular, 3 August
Form of Proxy and Application Form
------------------------------------------ ------------------------
Latest time for splitting Application 3.00 p.m. on 23 August
Forms (to satisfy bona fide market
claims only)
------------------------------------------ ------------------------
Latest time and date for receipt of 2.00 p.m. on 24 August
Forms of Proxy
------------------------------------------ ------------------------
Latest time and date for receipt of 11.00 a.m. on 25 August
completed Application Forms and payment
in full under the Open Offer
------------------------------------------ ------------------------
General Meeting 2.00 p.m. on 26 August
------------------------------------------ ------------------------
Announcement of the final results of 26 August
the Placing, Subscription and Open
Offer
------------------------------------------ ------------------------
Admission effective and dealings in 8.00 a.m. on 30 August
Admission Shares commence on AIM
------------------------------------------ ------------------------
CREST accounts credited 30 August
------------------------------------------ ------------------------
Share certificates dispatched by 2 September
------------------------------------------ ------------------------
The times and dates set out in the timetable of principal
events above and mentioned throughout this announcement
may be adjusted by the Company, in which event the details
will be notified to the London Stock Exchange and, where
appropriate, to Shareholders.
--------------------------------------------------------------------
PLACING, SUBSCRIPTION AND OPEN OFFER STATISTICS
------------------------------------------------- ---------------------
Offer Price 0.5p per Offer Share
------------------------------------------------- ---------------------
Number of Ordinary Shares in issue at
the date of this document 218,957,208
------------------------------------------------- ---------------------
Number of Offer Shares available under
the Placing, Subscription and Open Offer 328,435,812
------------------------------------------------- ---------------------
Number of Placing Shares conditionally
placed subject to clawback under the Open
Offer 186,000,000
------------------------------------------------- ---------------------
Number of Subscription Shares conditionally
subscribed for 10,128,600
------------------------------------------------- ---------------------
Estimated net proceeds of the Placing,
Open Offer and Subscription* GBP1.54 million
------------------------------------------------- ---------------------
Percentage of the Enlarged Issued Share
Capital represented by the Open Offer
Shares* 60%
------------------------------------------------- ---------------------
Number of Ordinary Shares in issue at
Admission* 547,393,020
------------------------------------------------- ---------------------
Market capitalisation of the Company on GBP2.73 million
Admission at the Offer Price*
------------------------------------------------- ---------------------
* assuming maximum take up under the Open Offer, the Placing
and the Subscription
------------------------------------------------------------------------
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires and references to "the
document" are to the circular to Shareholders proposed to be issued
on 3 August 2011:
"Accepted Offer Shares" the Offer Shares in respect of which
valid applications are received;
"Act" the Companies Act 2006, as amended;
"Admission" admission of the Admission Shares to trading on AIM
becoming effective in accordance with the AIM Rules;
"Admission Shares" the Firm Placing Shares, the Accepted Offer
Shares and the Subscription Shares;
"AIM" the market of that name operated by the London Stock
Exchange;
"AIM Rules" the AIM rules for companies published by the London
Stock Exchange (as updated from time to time) governing the
admission to and the operation of AIM;
"Application Form" the application form to be used by Qualifying
Shareholders in connection with the Open Offer;
"Arbuthnot" Arbuthnot Securities Limited, the Company's
nominated adviser and broker;
"Australia" the Commonwealth of Australia, its states,
territories and Possessions;
"Canada" Canada, its provinces, territories and all areas
subject to its jurisdiction and any political sub-division
thereof;
"certificated form"
"in certificated form" an ordinary share recorded on a company's
share register as being held in certificated form (namely, not in
CREST);
"Code" the City Code on Takeovers and Mergers, as amended from
time to time;
"Company" or "Imaginatik" Imaginatik plc;
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) in respect of which Euroclear UK &
Ireland Limited is the operator (as defined in those
regulations);
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof;
"Enlarged Issued Share Capital" the issued ordinary share
capital of the Company immediately following Admission;
"Excluded Jurisdiction" the United States, Australia, Canada,
Japan, the Republic of South Africa, New Zealand and any other
jurisdiction where the extension or availability of the Open Offer
would breach any applicable law;
"Existing Ordinary Shares" the 218,957,208 Shares of 0.0625
pence each in the capital of the Company in issue at the date of
this document, all of which are admitted to trading on AIM;
"Euro" the official currency of the European Union, introduced
at the start of the third stage of European Economic and Monetary
Union pursuant to the treaty establishing the European
Community;
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST (formerly known as CRESTCo Limited);
"Firm Placing Shares" the Placing Shares which are not recalled
to satisfy valid applications under the Open Offer;
"FPO" the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (S.I. 2005/1529);
"Form of Proxy" the form of proxy accompanying this document for
use at the General Meeting;
"FSA" the Financial Services Authority of the UK in its capacity
as the competent authority for the purposes of FSMA;
"FSMA" the Financial Services and Markets Act 2000;
"General Meeting" the general meeting of the Company to be held
at the offices of the Company's solicitors, Marriott Harrison, at
Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on Friday 26
August 2011 at 2.00 p.m. and notice of which will be set out at the
end of the document;
"Group" the Company and its existing subsidiaries, Imaginatik
Inc. and Imaginatik (Goswell) Limited;
"Japan" Japan, its cities and prefectures, territories and
possessions;
"London Stock Exchange" London Stock Exchange plc;
"Money Laundering Regulations" the Money Laundering Regulations
1993, as amended, and the Money Laundering Regulations 2007;
"Neville Registrars" the Company's registrars, Neville
Registrars Limited of Neville House, 18 Laurel Lane, Halesowen,
West Midlands, B63 3DA;
"Notice of General Meeting" the notice of the General Meeting to
be set out at the end of the document;
"Offer Price" 0.5 pence per Offer Share;
"Offer Shares" the 328,435,812 Ordinary Shares which are to be
made available for subscription by Qualifying Shareholders under
the Open Offer;
"Official List" the official list of the UKLA;
"Open Offer" the conditional offer to Qualifying Shareholders to
subscribe for the Offer Shares at the Offer Price, as described in
this Document;
"Open Offer Entitlements" entitlements to subscribe for Offer
Shares, allocated to a Qualifying Shareholder pursuant to the Open
Offer;
"Options" the options granted to Directors to subscribe for
Ordinary Shares, details of which are set out in paragraph 2.3 of
Part IV of this document;
"Ordinary Shares" ordinary shares of 0.0625 pence each in the
capital of the Company;
"Overseas Shareholders" Shareholders resident in, or citizens
of, jurisdictions outside the United Kingdom;
"Placing" the placing by Arbuthnot of up to 186,000,000 Offer
Shares not taken up by Qualifying Shareholders in the Open Offer
with other investors pursuant to the Placing Agreement;
"Placing Agreement" the agreement dated 2 August 2011 between
the Company and Arbuthnot, details of which are set out in the
document;
"Proposals" the proposals set out in this announcement including
the Placing and Open Offer and Subscription;
"Prospectus Rules" the Prospectus Rules made in accordance with
EU Prospectus Directive 2003/7l/EC in relation to offers of
securities to the public and admission of securities to trading on
a regulated market;
"Qualifying Shareholders" holders of Existing Ordinary Shares at
the Record Date;
"Record Date" the record date for the Open Offer being 5.00 p.m.
on 1 August 2011;
"Relevant Persons" persons (i) who are investment professionals
within Article 19(1) of the FPO; or (ii) who are persons falling
within Article 49(1) of the FPO; or (iii) with whom it may
otherwise be lawful for the Company to communicate in respect of
the Placing and are persons who fall within section 86(7) of
FSMA;
"Resolutions" the resolutions (which in each case is to be
proposed as an ordinary resolution) set out in the Notice of
General Meeting;
"Securities Act" the United States Securities Act of 1933, as
amended;
"Subscription" the conditional subscription by two investors for
the Subscription Shares;
"Subscription Shares" the 10,128,600 new Ordinary Shares which
have been conditionally subscribed for under the Subscription, in
each case at the Offer Price per Subscription Share;
"Shareholders" holders of Ordinary Shares;
"UKLA" the United Kingdom Listing Authority, being the Financial
Services Authority acting in its capacity as the competent
authority for the purposes of Part VI of FSMA;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" the United States of America, each State
thereof, its territories and possessions (including the District of
Columbia) and all other areas subject to its jurisdiction; and
"uncertificated" an ordinary share recorded on a company's share
register as being held in uncertificated form in CREST and title to
which, by virtue of the Uncertificated Securities Regulations 2001,
may be transferred by means of CREST.
END
This information is provided by RNS
The company news service from the London Stock Exchange
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