TIDMBMK
RNS Number : 8024T
Benchmark Holdings PLC
29 November 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 OR INTO THE UNITED
STATES OF AMERICA (INCLUDING TO A U.S. PERSON AS SUCH TERM IS
DEFINED UNDER REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS
AMED, (THE "SECURITIES ACT")), CANADA, AUSTRALIA, NEW ZEALAND,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION.
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 BENCHMARK HOLDINGS PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMED) AS IT
FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) ("MAR").
29 November 2021
Benchmark Holdings plc
("Benchmark" or the "Company")
Placing to raise GBP20.7 million (the "Placing")
Funding to maintain business momentum and investment in
growth
and
Appointment of non-Executive Director
Benchmark Holdings plc (LSE:BMK), the aquaculture biotechnology
company, today announces that it has raised GBP20.7 million (before
expenses) by way of a Placing from existing and new shareholders
through the issue of 33,106,620 new ordinary shares of 0.1 pence
each in the Company (the "Placing Shares") at a price of 62.0 pence
per share (the "Placing Price") and the proposed subscription by
certain Directors of the Company for GBP0.2 million of new ordinary
shares of 0.1 pence each in the Company at the Placing Price (the
"Director Shares" and, together with the Placing Shares, the "New
Shares") (the "Director Subscription").
Following a substantial reorganisation completed in FY2020,
Benchmark has delivered a good financial performance in FY2021,
including the fourth quarter as reported today, demonstrating the
success of its renewed commercial focus and financial
discipline.
The net proceeds of the Placing will provide the Company with
additional headroom to maintain this momentum and to continue to
fund its ongoing growth initiatives, which may include additional
CleanTreat â systems to support the roll-out of Ectosan Vet(R) and
CleanTreat(R) if demand requires.
Summary of the Placing
-- Placing of 33,106,620 Placing Shares and the proposed
Director Subscription of 295,000 Director Shares
-- The 33,401,620 New Shares represent in aggregate 4.7% of the
enlarged issued share capital of the Company, raising a total of
GBP20.7 million (before expenses)
-- The Placing Price of 62.0 pence per share represents a
discount of 0.8% to the closing middle market price of 62.5 pence
per share on 26 November 2021, being the last day prior to the date
of this Announcement
-- The New Shares will be issued pursuant to the allotment and
disapplication of pre-emption authorities that shareholders granted
to the Company at its annual general meeting on 9 February 2021
-- Admission and commencement of dealing in the New Shares is
expected to take place on or around 1 December 2021
-- Numis is acting as Nominated Adviser, Broker and Bookrunner in relation to the Placing
Trond Williksen, CEO, commented:
" Benchmark has delivered a good financial performance in FY2021
as reported today, demonstrating the success of our renewed
commercial focus and financial discipline. We have a positive
outlook with good momentum in our business, attractive market
dynamics and significant growth opportunities .
"We are pleased with the strong shareholder support demonstrated
by the Placing being successfully executed at market price, and the
Placing proceeds will provide additional headroom to maintain this
momentum and to continue to fund our ongoing growth
initiatives."
Peter George, Chairman, commented:
"I am pleased to welcome Atle Eide to the Board. Atle brings a
wealth of experience in the seafood, aquaculture sectors, and as an
investor has a track record in helping drive growth and value. I am
looking forward to working with Atle."
2021 Annual Results and background to the Placing
Today, Benchmark announced its results for the financial year
ended 30 September 2021. The Company delivered a strong trading
performance with significant financial and strategic progress
during the financial year. Revenues and adjusted EBITDA grew by 18%
and 34%, respectively, reflecting a strong performance in its three
business areas. The Company made disciplined investments during the
financial year totalling GBP23 million of capex to support its
growth projects and momentum in the business whilst Benchmark's
cash and net debt positions at 30 September 2021 were GBP39.5
million and GBP80.9 million, respectively.
Looking forward, the Company has a positive outlook with good
momentum in the business, attractive market dynamics and
significant growth opportunities. Consistency in performance is
expected to continue in Genetics and Advanced Nutrition, and Health
is expected to start benefitting from Ectosan Vet(R) and
CleanTreat(R) revenue streams. Specifically, the salmon markets are
solid with a positive outlook for continuing growth, whilst the
global shrimp markets are recovering. Sea bass and sea bream
markets have recovered and are stable, while Artemia harvests have
normalised.
In the context of the Company's positive outlook and growth
opportunities, together with the approaching maturity of its 850
million NOK bond in June 2023, the Board conducted a review to
define the optimal structure and listing venue to support its next
phase of growth. As a result of this review, the Board is
considering a listing in Oslo as the world's largest seafood
focused market. A listing in Oslo would give the Company access to
its unique financial aquaculture ecosystem and global base of
specialist sector investors and analysts . The Company has
appointed DnB Markets and Pareto Securities as advisers on a
potential listing in Oslo.
Details of the Placing
Pursuant to the Placing Agreement, Numis has agreed to use its
reasonable endeavours to procure Placees for 33,106,620 Placing
Shares at the Placing Price representing gross proceeds of GBP 20.5
million. The Placing has been underwritten by Numis.
The terms and conditions of the Placing are set out in Appendix
I to this Announcement.
The Placing is conditional, inter alia, on the following:
I. The Placing Agreement not being terminated prior to Admission
of the Placing Shares and it becoming unconditional in all
respects; and
II. Admission of the Placing Shares having become effective on
or before 8.00 a.m. on 1 December 2021 (or such later date and/or
time as the Company and Numis may agree, being no later than 8.30
a.m. on 8 December 2021).
Directors' participation
Certain Directors of the Company intend to subscribe for 295,000
Director Shares at the Placing Price, for total consideration of
approximately GBP0.2 million under the Director Subscription. A
further announcement in relation to the Director Subscription will
be made in due course.
Admission
An application has been made for the New Shares to be admitted
to trading on AIM. It is expected that Admission will become
effective on 1 December 2021 and that dealings for normal
settlement in the New Shares will commence at 8.00 a.m. on 1
December 2021. The New Shares will, when issued and fully paid,
rank pari passu in all respects with the Ordinary Shares in issue
at that time, including the right to receive all dividends and
other distributions declared, made or paid after the date of
Admission.
Shareholder Consultation
The Company has consulted with a number of its largest
shareholders regarding the rationale for the Placing and its
non-pre-emptive nature ahead of this announcement. The Board's
belief that the Placing is in the best interests of shareholders
and will promote the success of the Company has been strengthened
by these discussions.
The proposed issue and allotment of the New Shares is within the
existing shareholder authorities granted to the Company at its
Annual General Meeting held on 9 February 2021.
Appointment of Non-Executive Director
The Company is pleased to announce the appointment of Atle Eide
as Non-Executive Director. Atle Eide has extensive experience in
the seafood industry including as Chairman of Salmar ASA and CEO of
Mowi ASA. He is currently Chairman of Scale AQ, an innovation and
technology aquaculture company and a member of the Norwegian
Seafood Federation, amongst other appointments. In addition to his
extensive involvement in the seafood and aquaculture sectors, Atle
has substantial experience as an investor having been a director at
Kverva AS between November 2017 and May 2021 and non-executive
chairman, and senior partner, at HitecVision, the leading Norwegian
private equity company, for almost 20 years until 2020.
Given Atle's previous role as a director of Kverva AS, a
significant shareholder in the Company, the Board has concluded
that he is not an independent director of the Company.
The following information is disclosed in accordance with Rule
17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies
in connection with the appointment of Atle Eide to the Board of the
Company:
Full name: Atle Sveinung Eide
Age: 64 years
-----------------------------------------------
Current directorships: Kontali Analyse AS
Havfram Holdings AS
Scale AQ
Moreld AS
Maringto AS
Salmar Aker Ocean AS
Saga Robotics AS
Insula AS
Sjømat Norge
-----------------------------------------------
Former directorships Analytic AS HV VI Holding AS
(previous 5 years): AA Holdco AS HV V Holding AS
More Holdco NPG AS HV IV Holding AS
Active Service AS More Holdco Gamma
C5 Eiendom Holding Edrilling AS
AS AO Holdco AS
Agile Rig & Modules More Holdco TB AS
AS Moreld AS
Tekniskbureau AS Flux Group AS
Salmar ASA More Holdco Alfa AS
More Holdco Emtunga More Holdco Giba AS
AS Moseidveien 17 AS
Eureka Group AS More Holdco Apply AS
Leirvik AS Apply AS
NP Group AS More Holdco Leirvik
Aarbakke AS AS
Kverva AS Karsten Moholt AS
Insula AS Moreld AS
D1-3 Eienddom AS Nutrimar Harvest AS
Fynd Ocean Ventures Nutrimar AS
AS Nutrimar Holding AS
HV VII Invest DGAS
AS
APP Investment AS
Moreld Invest AS
Moreld Holding AS
Stubo AS
Agility Group AS
---------------------- -----------------------
Beneficial interest None
in the equity securities
of Benchmark Holdings
plc
-----------------------------------------------
There is no further information required to be disclosed under
Rule 17 or paragraph (g) of Schedule 2 of the AIM Rules for
Companies.
This Announcement is released by and is the sole responsibility
of Benchmark Holdings 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 further information from Benchmark Holdings plc, please
contact:
Benchmark Holdings plc Tel: 0114 240 9939
Trond Williksen, CEO
Septima Maguire, CFO
Ivonne Cantu, Investor Relations
Numis (NOMAD, Broker and Bookrunner) Tel: 020 7260 1000
James Black, Freddie Barnfield, Duncan
Monteith
MHP Communications Tel: 020 3128 8990 /
8742
Katie Hunt, Reg Hoare, Alistair de Kare-Silver benchmark@mhpc.com
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO:
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (B) FALL WITHIN ARTICLE 49(2)(a) TO (d)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF
THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN BENCHMARK HOLDINGS PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Numis
or any of their respective affiliates, agents, directors, officers,
consultants, partners or employees ("Representatives") 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 Numis to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and 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, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not require the approval of the relevant
communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from 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 the United States, Australia, Canada, the Republic of
South Africa or Japan. 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 the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Plac ee") by
making an oral, electronic or written and legally binding offer to
acquire Placing Shares 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 the Appendix. Members of the public are not eligible
to take part in the Placing and no public offering of Placing
Shares is being or will be made.
In the "Important Notices" section of this Announcement and in
the Appendix to this Announcement, all references to the "Placing"
and "Placing Shares" shall exclude the direct subscription by Trond
Williksen, Septima Maguire, Peter George, Atle Eide, Yngve Myhre,
as Directors of the Company, for 295,000 Director Shares pursuant
to direct subscription letters entered into by Trond Williksen,
Septima Maguire, Peter George, Atle Eide, Yngve Myhre and the
Company, and references in those sections of this Announcement to
"Placees" shall exclude Trond Williksen, Septima Maguire, Peter
George, Atle Eide, Yngve Myhre.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of
operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Numis is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing or any other matters referred to in this Announcement, and
Numis will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Numis or by any of its Representatives as
to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
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 New Shares to be issued pursuant to the Placing and the
Director Subscription will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website or any hyperlinks
contained in this Announcement are incorporated in, or forms part
of, this Announcement.
Information to Distributors
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, Numis 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.
APPIX I: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA")
WHO ARE "QUALIFIED INVESTORS" IN SUCH MEMBER STATE WITHIN THE
MEANING OF THE EU PROSPECTUS REGULATION AND (B) PERSONS IN THE
UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
THE UK PROSPECTUS REGULATION ("ALL OF SUCH PERSONS UNDER THE EU
PROSPECTUS REGULATION AND/OR UK PROSPECTUS REGULATION BEING
"QUALIFIED INVESTORS") AND WHO ARE PERSONS WHO (I) FALL WITHIN THE
MEANING OF ARTICLE 19(5) ("INVESTMENT PROFESSIONALS") OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"); AND/OR (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES. THE PRICE OF ORDINARY SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE
PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF
IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURSIDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT,
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants, undertakes,
agrees and acknowledges 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 any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5 of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable), the Placing Shares acquired by it have not been
acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in any Member State of the EEA or
the United Kingdom (as applicable) other than Qualified Investors,
or in circumstances in which the prior consent of Numis has been
given to each such proposed offer or resale; or in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in the United Kingdom or in a Member State
to Qualified Investors; and/or
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US Person (other
than an estate or trust) in reliance on Regulation S under the
Securities Act; or (c) it is otherwise acquiring the Placing Shares
in an "offshore transaction" meeting the requirements of Regulation
S (" Regulation S ") under the Securities Act.
The Company and Numis will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand, Japan
or the Republic of South Africa or in any jurisdiction in which
such publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold solely outside the United States in accordance
with Regulation S under the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or the adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; 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 Canada, Australia, New Zealand, 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 Canada, Australia, New Zealand, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
Details of the Placing
Numis has entered into the Placing Agreement with the Company
under which Numis has agreed, on the terms and subject to the
conditions set out therein, and undertaken to use its reasonable
endeavours to procure, as the Company's agent for the purpose of
the Placing, subscribers for the Placing Shares at the Placing
Price.
The Placing Agreement contains customary undertakings and
warranties given by the Company to Numis including as to the
accuracy of information contained in this Announcement to matters
relating to the Company and its business and a customary indemnity
given by the Company to Numis in respect of liabilities arising out
of or in connection with the Placing. The Placing is conditional
upon, amongst other things, Admission becoming effective and the
Placing Agreement not being terminated in accordance with its
terms.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Ordinary Shares after the relevant date of issue of the Placing
Shares.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of its Ordinary Shares
in the period of 120 days from the date of Admission without the
prior written consent of Numis (such consent not to be unreasonably
withheld or delayed).
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission. It is expected that settlement of any such shares and
Admission will become effective on or around 1 December 2021 and
that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Numis (whether through itself or any of its affiliates) is
arranging the Placing as placing agent of the Company and has
agreed to use its reasonable endeavours to procure Placees at the
Placing Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis and its affiliates may participate in the Placing as
principal(s).
3. Numis, which is regulated in the United Kingdom by the FCA,
is acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for protections
afforded to their respective customers nor for providing advice in
relation to the matters described in this Announcement or any
matter, transaction or arranged referred to in it.
4. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
5. The Placing Price will be a fixed price of 62.0 pence per new Ordinary Share.
6. An offer to acquire Placing Shares which has been
communicated by a prospective Placee to Numis which has not been
withdrawn or revoked prior to publication of this Announcement
shall not be capable of withdrawal or revocation immediately
following the publication of this Announcement without the consent
of Numis.
7. Each Placee's allocation will be confirmed to Placees orally
or in writing by Numis, and a trade confirmation will be dispatched
as soon as practicable thereafter. The terms of this Appendix will
be deemed incorporated by reference therein. The confirmation to
such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of Numis and the Company, under which it agrees
to acquire the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's Articles of Association.
8. Except as required by law or regulation, no press release or
other announcement will be made by Numis or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
9. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Numis, to pay in cleared funds
immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to take up. Numis will procure the
allotment of the Placing Shares to each Placee following each
Placee's payment to Numis of such amount.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
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".
12. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law, none of the
Company, Numis or any of their respective affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise) under these terms and conditions.
In particular, none of the Company, Numis or any of their
respective affiliates shall have any responsibility or liability
(including to the fullest extent permissible by law, any fiduciary
duties) in respect of Numis' conduct of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and Numis shall have
no liability to the Placees for the failure of the Company to
fulfil those obligations.
Conditions of the Placing
Numis' obligations under the Placing Agreement in respect of the
Placing Shares are conditional on, inter alia:
(a) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(b) Admission taking place not later than 8.00 a.m. on 1 December 2021.
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Numis by the respective time or date where specified (or such later
time or date as the Company and Numis may agree not being later
than 8.30 a.m. on 8 December 2021 (the "Final Date")), or (ii) the
Placing Agreement is terminated as described below, the Placing
will lapse and the Placee's rights and obligations hereunder in
relation to the Placing Shares will cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
(or any person on whose behalf the Placee is acting) in respect
thereof.
Numis may, at its absolute discretion and upon such terms as it
thinks fit, waive, or extend the period (up to the Final Date) for
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement, save that the condition relating to Admission taking
place may not be waived and the period for compliance with such
conditions may not be extended. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither Numis nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition 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 Numis.
Right to terminate under the Placing Agreemen t
Numis is entitled in its absolute discretion, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including, inter alia:
(a) in the opinion of Numis (acting in good faith), the
warranties given by the Company to Numis are not true and accurate
or have become misleading (or would not be true and accurate or
would be misleading if they were repeated at any time before
Admission) by reference to the facts subsisting at the time when
the notice referred to above is given; or
(b) in the opinion of Numis (acting in good faith), the Company
fails to comply with any of its obligations under the Placing
Agreement; or
(c) in the opinion of Numis, there has been a development or
event (or any development or event involving a prospective change
of which the Company is, or might reasonably be expected to be,
aware) which will or is likely to have a material adverse effect on
or affecting the operations, the condition (financial, operational,
legal or otherwise), prospects, management, results of operations,
financial position or business of the Company or of the Company's
group (taken as a whole) respectively whether or not foreseeable
and whether or not arising in the ordinary course of business;
or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law, a significant
deterioration in or escalation in the response to the Covid-19
pandemic or any other calamity or crisis; a suspension or material
limitation in trading of securities generally on any stock
exchange; any change in currency exchange rates or exchange
controls or a disruption of settlement systems or a material
disruption in commercial banking, in each case as would be likely
in the opinion of Numis (acting in good faith) to make it
impracticable or inadvisable to proceed with the Placing and/or
Admission.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by any
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Numis of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Numis, and that it need not make any reference to
Placees and that Numis shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Numis, the Company or
any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended).
No admission document or 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 an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement and the Exchange Information (as defined further
below). Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Numis or any other person and
neither Numis nor the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received and, if given or made,
such information,
representation, warranty or statement must not be relied upon as
having been authorised by Numis, the Company, or their respective
officers, directors, employees or agents. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company, nor Numis are
making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BGHPT808) following Admission will take place within CREST
provided that, subject to certain exceptions, Numis reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Numis (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the CREST or certificated settlement
instructions that it has in place with Numis.
It is expected that settlement in respect of the Placing Shares
will be on 1 December 2021 on a T+2 basis in accordance with the
instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis (as agent for the Company)
on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve
tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares to
Numis, each Placee confers on Numis all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Numis lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Numis, namely
that each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
for Companies (collectively " Exchange Information " ), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and the Company's announcements and circulars published in the past
12 months and that it is able to obtain or access such information
or comparable information concerning other publicly traded company
without undue difficulty;
4. acknowledges that none of Numis, the Company, any of their
respective affiliates or any person acting on behalf of any of them
has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Numis, the Company, their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information and has read and understood
the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Numis, its affiliates or any person acting on its or their behalf
has or shall have any liability for any information, representation
or statement contained in this Announcement or any information
previously or concurrently published by or on behalf of the
Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Numis,
the Company or any of their respective directors, officers or
employees or any person acting on behalf of any of them, or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Numis (the
views of such Research Department not representing and being
independent from those of the Company and the Corporate Finance
Department of Numis and not being attributable to the same)), and
neither Numis nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this Announcement as it
may otherwise place on a prospectus or admission document. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that Numis, its affiliates or
any other person acting on its or their behalf has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that Numis does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Numis is not acting for it or its clients and
that Numis will not be responsible for providing protections to it
or its clients;
8. acknowledges that none of Numis, any of its affiliates or any
person acting on behalf of it or them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
9. that, save in the event of fraud on the part of Numis (and to
the extent permitted by the Rules of the FCA), neither Numis, its
ultimate holding company nor any direct or indirect subsidiary
undertakings of that holding company, nor any of their respective
directors and employees shall be liable to Placees for any matter
arising out of Numis' role as placing agent or otherwise in
connection with the Placing and that where any such liability
nevertheless arises as a matter of law, Placees will immediately
waive any claim against any of such persons which the relevant
Placee(s) may have in respect thereof;
10. represents and warrants that: (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
U.S. Person;
11. acknowledges that the Placing Shares are being offered and
sold pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with the securities laws of
any state or other jurisdiction of the United States. It
acknowledges that the offer and sale of the Placing Shares to it
has been made outside of the United States in an 'offshore
transaction' in accordance with Regulation S under the Securities
Act and agrees not to reoffer, resell, pledge or otherwise transfer
the Placing Shares except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable
securities laws of any state or jurisdiction of the United
States;
12. unless otherwise specifically agreed in writing with Numis,
represents and warrants that neither it nor the beneficial owner of
such Placing Shares will be a resident of Canada, Australia, New
Zealand, Japan or the Republic of South Africa;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and MAR; (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017; and (iii) it
is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the " Regulations " ); and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Numis such evidence, if any, as to the identity or location or
legal status of any person which Numis may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Numis on the basis that any failure by
it to do so may result in the number of Placing Shares that are to
be purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Numis may decide in its
sole discretion;
16. if a financial intermediary, as that term is used in Article
5 of the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable), represents and warrants that the Placing Shares
purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom or in a Member State of the EEA (as applicable) other than
Qualified Investors, or in circumstances in which the prior consent
of Numis has been given to such proposed offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in the United Kingdom, Switzerland
or any Member State of the EEA;
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of MAR with respect to anything done
by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom or the EEA (as applicable);
20. if in a Member State of the EEA, unless otherwise
specifically agreed with Numis in writing, represents and warrants
that it is a Qualified Investor within the meaning of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable);
21. if in the United Kingdom, represents and warrants that it is
a person: (i) who has professional experience in matters relating
to investments falling within Article 19(1) of the Order; (ii)
falling within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions 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;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Numis;
24. undertakes that it (and any person acting on its behalf)
will make payment to Numis for the Placing Shares allocated to it
in accordance with this Announcement on the due time and date set
out herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Numis may in its sole discretion
determine and without liability to such Placee and it will remain
liable and will indemnify Numis on demand for any shortfall below
the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear the liability for any
stamp duty or stamp duty reserve tax or security transfer tax
(together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of Numis, any of its affiliates, or
any person acting on behalf of it or any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of Numis and
that Numis 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 rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be: (i) itself or
(ii) its nominee, as the case may be. Neither Numis nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the
Company and Numis in respect of the same on the basis that the
Placing Shares will be credited to the CREST stock account of Numis
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Numis 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;
28. acknowledges that time shall be of the essence in respect of
its obligations under this Appendix;
29. agrees that the Company, Numis and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Numis on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Numis and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, Numis or any person acting on behalf of the Company
or Numis that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation
will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's conduct of the Placing;
34. acknowledges that Numis or any of its affiliates acting as
an investor for its own account may take up shares in the Company
and in that capacity may retain, purchase or sell for its own
account such shares and may offer or sell such shares other than in
connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Numis and the
Company and are irrevocable and shall not be capable of termination
in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Numis
will be responsible, and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Numis in the event that
any of the Company or Numis has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Numis accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Numis does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Numis' money in accordance with the
client money rules and will be used by Numis in the course of its
own business and the Placee will rank only as a general creditor of
Numis.
All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
"Admission" means the admission of the Placing Shares to trading
on AIM becoming effective in accordance with the AIM Rules for
Companies;
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Rules for Companies" means the provisions of the London
Stock Exchange's AIM Rules for Companies as amended from time to
time governing, inter alia, admission to AIM and the continuing
obligations of AIM companies;
"Announcement" means this announcement (including the appendix
to this announcement);
"Company" means Benchmark Holdings plc;
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & International
Limited is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
"EU Prospectus Regulation" means Prospectus Regulation (EU)
2017/1129;
"EUWA" means the European Union (Withdrawal) Act 2018;
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"London Stock Exchange" means London Stock Exchange plc;
"MAR" means the UK version of Regulation EU No 596/2014 of the
European Parliament and of the Council of 16 April 2014 on market
abuse (market abuse regulation) as it forms part of domestic law by
virtue of the EUWA;
"Numis" means Numis Securities Limited, registered in England
and Wales with number 2285918, whose registered office is at 45
Gresham Street, London EC2V 7BF;
"Ordinary Shares" means the ordinary shares of 0.1 pence each in
the capital of the Company;
"Placee" means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
"Placing" means the placing of the Placing Shares by Numis, on
behalf of the Company, with Placees;
"Placing Agreement" means the placing agreement dated 29
November 2021 between the Company and Numis in respect of the
Placing;
"Placing Price" means 62.0 pence per Placing Share;
"Placing Shares" means the 33,106,620 Ordinary Shares to be
issued pursuant to the Placing;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Securities Act" means the US Securities Act of 1933, as
amended;
"UK Prospectus Regulation" means the UK version of the
Prospectus Regulation as it forms part of EU retained law by virtue
of the EUWA;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia; and
"U.S. Person" means a U.S. person as defined in Regulation
S.
This information is provided by RNS, the news service of the
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END
IOEPPGBWGUPGPUR
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