TIDMCAKE
RNS Number : 9469D
Patisserie Holdings PLC
12 October 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
For immediate release
12 October 2018
Patisserie Holdings plc
Further trading update and proposed firm and conditional placing
to raise capital
Patisserie Holdings plc (AIM: CAKE) ("PH", the "Company" and
together with its subsidiary undertakings, the "Group") announces
that the Company, in conjunction with its professional advisers,
has now further progressed its initial investigation into the
shortfall between the Group's previously reported financial status
and the actual financial status of the Group.
The board of directors of the Company (the "Board" or the
"Directors") believes that the current financial position of the
Company is such that it requires an immediate cash injection of no
less than GBP20 million without which there is no scope for the
Group to continue trading in its current form and would therefore
need to appoint administrators.
Following the initial investigation, the Directors can confirm
that the Group has net debt of approximately GBP9.8 million.
Historical statements on the cash position of the Company were
mis-stated and subject to fraudulent activity and accounting
irregularities as set out in the announcement of the Company on 10
October 2018. This activity and the irregularities are, in the
Directors view, also likely to have affected the historical
financial statements of the Company. The Directors estimate that
based on current run rate information available, annual revenue and
EBITDA, before exceptional one off costs, for the year ending 30
September 2019 could be approximately GBP120 million and GBP12
million, respectively. However, the Directors emphasise that these
statements and amounts are based on the limited work performed to
date, and cannot be verified until there has been a further work
conducted including the re-audit of the Company's financial
statements and the preparation of the 30 September 2018 year end
audit.
Moreover, shareholders should be aware that the investigations
into the Company's financial irregularities remain at a very
preliminary stage, and will be subject to further, comprehensive
review in the weeks and months to come. At this stage, the
Directors cannot predict the outcome of those investigations with
any degree of certainty. Any further findings of financial
irregularity within the Group could result in yet further material
losses for the Company, its shareholders and wider
stakeholders.
The Company's shares remain suspended from trading on AIM. At
present, the Directors do not expect that suspension to be lifted
at least until (a) there is there is greater clarity disclosed to
the market around the financial position of the Group and (b) they
are satisfied that the Company's financial reporting function is
appropriate for a quoted company.
Accordingly, the Company proposes to raise approximately GBP15
million through the issue of approximately 30,000,000 new ordinary
shares of one penny each ("Ordinary Shares") in the capital of the
Company (the "Placing Shares") at a price of 50 pence per share
(the "Placing Price") by way of an accelerated book build (the
"Placing"). The Placing comprises a proposed firm placing of
10,000,000 Placing Shares (the "Firm Placing Shares") utilising the
Company's existing shareholder authorities to issue new shares on a
non-pre-emptive basis for cash (the "Firm Placing") and a
conditional placing of approximately 20,000,000 Placing Shares (the
"Conditional Placing Shares") subject to shareholder approval in
general meeting (the "General Meeting") to be convened as soon as
practicably possible following this Announcement (the "Conditional
Placing").
In conjunction with the Placing and in order to provide
immediate liquidity to the Group, the Company expects to enter into
a new GBP10 million loan agreement with Luke Johnson later today,
the Company's executive chairman (the "Loan"). The Loan is for a
three-year term and made on an interest-free/fee-free basis and
will be secured in due course.
Due to the nature of the settlement period of the Placing, Luke
Johnson will commit a further bridging loan facility of up to GBP10
million (the "Bridging Loan"), to provide the Company with the
ability to fund immediate outstanding liabilities. The Company will
repay the amount of the Bridging Loan drawn down in full
immediately upon receipt of the Placing proceeds following Firm
Admission and Conditional Admission (as defined below).
The net proceeds of the Placing and funds advanced pursuant to
the Loan and the Bridging Loan will primarily be used to fund the
Group's immediate outstanding liabilities, including amounts owed
to HM Revenue & Customs, trade creditors, general working
capital purposes and committed capital expenditure. The Company
expects the Group's principal lenders to enter into standstill
agreements with the Group and to agree not to take action to
enforce the recovery of their outstanding indebtedness for a period
of 12 months. The standstill period will, however, terminate in the
event that the Placing does not complete, or certain insolvency
procedures are commenced against the Group
Based on the current information available to them, the
Directors believe that upon completion of this equity and debt
fundraising, the Group will be able to continue trading in its
current form for the foreseeable future. Shareholders should be
aware that without the Loan, the Bridging Loan and the proceeds of
the Placing the Group would need to immediately secure alternative
financing. There can be no guarantee that alternative financing
will be available to the Company in the required amounts or on
acceptable terms for the ongoing working capital requirements of
the Group and therefore the Group would likely enter into immediate
administration.
Under the AIM Rules for Companies (the "AIM Rules"), a loan from
a related party which exceeds a specified percentage in any of the
class tests under the AIM Rules is subject to certain disclosure
requirements. As a Director and due to the size of his holding
Ordinary Shares the entering into of the Loan and the Bridging Loan
by Luke Johnson will be deemed to be a transaction with a related
party under Rule 13 of the AIM Rules. The independent Directors
(for these purposes being Paul May, Lee Ginsberg and James Horler)
consider, having consulted with Canaccord Genuity, acting in its
capacity as the Company's Nominated Adviser, that the terms of the
Loan and the Bridging Loan is fair and reasonable insofar as the
Company's shareholders are concerned.
The Placing
The Placing is being conducted through an accelerated
bookbuilding process to institutional investors (the "Bookbuild")
which will be launched immediately following this announcement.
Canaccord Genuity Limited ("Canaccord Genuity") is acting as sole
bookrunner in connection with the Placing.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being this "Announcement").
The Placing Shares when issued, are expected to represent
approximately 30 per cent. of the Company's existing issued share
capital.
The Placing Shares, when issued, will be fully paid and will
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 issue.
The Firm Placing
Application will be made for the Firm Placing Shares to be
admitted to trading on AIM. It is expected that Admission of the
Firm Placing ("Firm Admission") will take place on 8.00 am on 18
October 2018. The Firm Placing (raising gross proceeds of GBP5
million at the Placing Price) is conditional upon Firm Admission
becoming effective by no later than 8.00 a.m. on 18 October 2018
(or such later time and/or date as the Company and Canaccord
Genuity may agree, but in any event not later than 8.00 a.m. on 31
October 2018).
The Firm Placing Shares will together represent approximately
7.5 per cent. of the enlarged share capital of the Company
immediately following Firm Admission.
The Conditional Placing
In order to undertake the Conditional Placing, the Company needs
to seek approval from the Company's shareholders at the General
Meeting, notice of which will be set out in a circular to
shareholders that will be posted as soon as practicably possible
following this Announcement (the "Circular").
Application will be made for approximately 20,000,000
Conditional Placing Shares to be admitted to trading on AIM
("Conditional Admission") and it is expected that Conditional
Admission will take place at 8.00 a.m on the business day following
the General Meeting.
The Conditional Placing Shares will represent approximately 16
per cent. of the Enlarged Share Capital. Following Conditional
Admission of the Conditional Placing Shares, the Company will have
approximately 135,000,000 Ordinary Shares in issue.
Your attention is drawn to the Appendix to this Announcement
(which forms part of this Announcement), which sets out further
information relating to the Bookbuild and the terms and conditions
of the Placing.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
Enquiries:
Patisserie Holdings PLC +44 (0)121 777 7000
Luke Johnson, Executive Chairman
Paul May, Chief Executive Officer
Nomad and Broker
Canaccord Genuity Limited +44 (0)20 7523 8000
Chris Connors
Henry Fitzgerald-O'Connor
Financial Public Relations
Maitland +44 (0) 20 7379 5151
Sam Cartwright
Jonathan Cook
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, 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 2.1(e) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AND
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) ARE PERSONS WHO FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER (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 ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN TYMAN PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY (1) OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT, AND (2) IN THE UNITED
STATES TO A LIMITED NUMBER OF PERSONS REASONABLY BELIEVED TO BE
QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA 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,
Canaccord Genuity or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Canaccord Genuity to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan, New Zealand or the Republic
of South Africa or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
("FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, New Zealand or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral 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.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current 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 respective 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 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 and
Canaccord Genuity expressly disclaim 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.
Canaccord Genuity 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, and Canaccord Genuity 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 the Bookrunner or by any of its
affiliates or agents 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 Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in 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 Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Canaccord Genuity will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to 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 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) (TOGETHER, THE
"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 THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO
AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMMENTS THERETO), AND
INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")) (THE "PROSPECTUS
DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR
OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS
IN AN EEA MEMBER STATE WHICH HAS IMPLEMENTED THE PROSPECTUS
DIRECTIVE (A "RELEVANT MEMBER STATE"), UNDER THE FOLLOWING
EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT
THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO
ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE
PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 150 NATURAL OR LEGAL
PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE
PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE;
OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE
PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF
THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC
SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OR
CANACCORD GENUITY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE
PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire any Placing Shares
in any jurisdiction in which any such offer or solicitation would
be unlawful.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000 (the
"FSMA") does not apply.
The Placing Shares referred to in this Announcement have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States, and
may not be offered, sold or transferred in, into or 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 relevant state or
other jurisdiction of the United States. There will be no public
offer of the Placing Shares in the United States.
The distribution of this Announcement and 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,
Canaccord Genuity or any of their respective affiliates 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 Canaccord
Genuity to inform themselves about and to observe any such
restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuild and the Placing, Placees 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 in this
Appendix and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things),
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a Relevant Member State
who acquires any Placing Shares pursuant to the Placing:
a. it is a Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Canaccord Genuity has been given to the offer or
resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
4. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. it (and any account referred to in paragraph 3 above) is
either (i) located outside the United States and acquiring the
Placing Shares in an "offshore transaction" as defined in and in
accordance with Regulation S under the Securities Act or (ii)
within the United States and is a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act (a "QIB").
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement, the announcement of the
completion of the Placing through a Regulatory Information Service
(the "Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service (as defined in
the listing rules of the FCA) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note or trade confirmation sent to individual placees.
Each Placee, by participating in the Placing, agrees that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of Canaccord Genuity or
the Company other than the Publicly Available Information and none
of Canaccord Genuity, the Company nor any person acting on such
person's behalf nor any of their affiliates has or shall have any
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity expects to enter into a Placing Agreement with
the Company under which it has undertaken, on the terms and subject
to the conditions set out in the Placing Agreement, to use
reasonable endeavours to procure Placees for the Placing
Shares.
The Placing Shares (comprising the Firm Placing Shares and
Conditional Placing Shares) will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares in the capital of the Company, including the right
to receive all dividends and other distributions declared, made or
paid in respect of such ordinary shares after the date of issue of
the relevant Placing Shares.
Application for admission to AIM and trading
Application is being been made to the London Stock Exchange for
(a) Firm Admission of the Firm Placing Shares, and (b) Conditional
Admission of the Conditional Placing Shares, to trading on the AIM
market of the London Stock Exchange ("AIM") (each and together
"Admission").
It is expected that (a) Firm Admission will take place on or
before 8.00 a.m. (London time) on 19 October 2018 and that dealings
in the Firm Placing Shares on AIM will commence at the same time
and (b) Conditional Admission will take place on or before 8.00
a.m. (London time) on the business day following the General
Meeting and that dealings in the Conditional Placing Shares on AIM
will commence at the same time.
Bookbuild
Canaccord Genuity will today commence the Bookbuild to determine
demand for participation in the Placing by Placees. 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.
Principal terms of the Bookbuild and Placing
Canaccord Genuity is acting as Nominated Adviser and sole
bookrunner and broker of the Company in connection with the
Placing.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Canaccord Genuity to
participate.
The Placing Price is 50 pence and the number of Placing Shares
to be issued and the allocation of Placing Shares among the Placees
will be determined by Canaccord Genuity in its absolute discretion
following consultation with the Company. The number of Placing
Shares to be issued will be announced through the Placing Results
Announcement following the completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by
telephone to their usual sales contact at Canaccord Genuity. Each
bid should state the number of Placing Shares which a prospective
Placee wishes to acquire at the Placing Price. Bids may be scaled
down by Canaccord Genuity on the basis referred to below.
The Bookbuild is expected to close no later than 4 p.m. (London
time) on 12 October 2018 but may be closed earlier or later at the
discretion of Canaccord Genuity. Canaccord Genuity may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right to reduce the
amount to be raised pursuant to the Placing, in agreement with
Canaccord Genuity.
An offer to acquire Placing Shares, which has been communicated
by a prospective Placee to Canaccord Genuity 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 Canaccord Genuity.
Each Placee's allocation will be determined by Canaccord Genuity
(after consultation with the Company) and will be confirmed orally
by Canaccord Genuity as soon as practicable following the close of
the Bookbuild. Canaccord Genuity's oral confirmation of an
allocation will give rise to a legally binding commitment by the
Placee concerned, in favour of Canaccord Genuity and the Company,
under which it agrees to acquire the number of Placing Shares
allocated to it on the terms and subject to the conditions set out
in this Appendix and the Company's articles of association. Each
Placees' allocation in the Firm Placing and the Conditional Placing
shall be made pro rata to the size of that Placees' participation,
subject always to the final determination of Canaccord Genuity in
its absolute discretion.
The Company will release the Placing Results Announcement
following the close of the Bookbuild, detailing the aggregate
number of the Placing Shares to be issued at the Placing Price.
Each Placee's allocation and commitment will be evidenced by a
contract note or trade confirmation issued to such Placee by
Canaccord Genuity (this shall also set out that Placee's allocation
across the Firm Placing and the Conditional Placing). The terms of
this Appendix will be deemed incorporated therein.
Canaccord Genuity may choose to accept bids, either in whole or
in part, on the basis of allocations determined at its discretion
with agreement of the Company) and may scale down any bids for this
purpose on such basis as they may determine or be directed.
Canaccord Genuity may also, notwithstanding the paragraphs above,
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (b)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
A bid in the Bookbuild will be made on the terms and subject to
the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with Canaccord
Genuity's consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to
Canaccord Genuity, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
Except as required by law or regulation, no press release or
other announcement will be made by Canaccord Genuity 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.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under 'Registration and Settlement'.
All obligations under the Bookbuild and the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
By participating in the Bookbuild 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.
To the fullest extent permissible by law, neither Canaccord
Genuity nor any of its affiliates nor any of its or its affiliates'
agents, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Canaccord Genuity nor
any of its affiliates nor any of its or their agents, directors,
officers or employees shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
Canaccord Genuity's conduct of the Bookbuild or of such alternative
method of effecting the Placing as Canaccord Genuity and the
Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, they
will be sent a contract note or trade confirmation which will
confirm the number of Firm Placing Shares and Conditional Placing
Shares at the Placing Price allocated to them and the aggregate
amount owed by them to Canaccord Genuity. Each Placee will be
deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with Canaccord Genuity or otherwise as Canaccord
Genuity may direct.
Settlement of transactions in the Placing Shares (ISIN:
GB00BM4NV504
) following both Firm Admission and Conditional Admission (as
the case may be) will take place within the CREST system.
Settlement through CREST in respect to the Firm placing will be on
a T+4 basis unless otherwise notified by Canaccord Genuity and is
expected to occur on (a) 18 October 2018 (in relation to the Firm
Placing) and (b) on or around the business day following the
General Meeting (in relation to the Conditional Placing), (each and
together a "Settlement Date"). Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and Canaccord
Genuity may agree that the Placing Shares should be issued in
certificated form. Canaccord Genuity reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as it deems necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Canaccord Genuity.
If Placees do not comply with their obligations Canaccord
Genuity may sell any or all of their Placing Shares on their behalf
and retain from the proceeds, for its own account and benefit, an
amount equal to the Placing Price of each share sold plus any
interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or trade confirmation is copied and
delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Canaccord Genuity under the Placing Agreement
are, and the Placing is, conditional on, inter alia:
1. the Company having complied with its obligations under the
Placing Agreement (which fall to be performed on or prior to
Admission) and each of the warranties contained in the Placing
Agreement not being untrue, inaccurate in any material respect or
misleading when made, nor becoming untrue, inaccurate or misleading
in any material respect as at the date of the Placing Agreement and
the date of Firm Admission and Conditional Admission (as the case
may be) as though they had been given and made on such dates (by
reference to the facts and circumstances existing from time to
time);
2. the Company allotting the relevant Placing Shares, prior to
and conditional only on the relevant Admission, in accordance with
the Placing Agreement;
3. In respect of the Firm Placing Shares, Firm Admission taking
place not later than 8.00 a.m. (London time) on 18 October 2018 (or
such later time and/or date as the Company and Canaccord Genuity
may agree, being not later than 8.00 am on 31 October 2018) and in
respect of the Conditional Placing Shares, Conditional Admission
taking place not later than 8.00 a.m. on the business day following
the General Meeting (or such later time and/or date as the Company
and Canaccord Genuity may agree, being not later than 8.00 am on 16
November 2018); and
4. Receipt by the Company of all monies due under the Loan and
the Bridging Loan, and both such agreements remaining in full force
and effect.
(all conditions to the obligations of Canaccord Genuity included
in the Placing Agreement being together, the "conditions").
Canaccord Genuity and the Company may agree to extend the time
and/or date by which any condition is required to be fulfilled to
no later than 8.00 am 16 November 2018.
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived to the extent permitted by
law or regulations in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and Canaccord Genuity may agree), or the Placing Agreement
is terminated in accordance with its terms (as to which, see the
"Termination of the Placing" section below), the Placing will lapse
and the Placee's rights and obligations shall cease and terminate
at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee
is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Canaccord Genuity may, at its absolute discretion and upon such
terms as it thinks appropriate, waive fulfilment of all or any of
the conditions in the Placing Agreement in whole or in part (to the
extent permitted by law or regulation) or extend the time provided
for fulfilment of any such conditions in respect of all or any part
of the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
Neither Canaccord Genuity nor any of its affiliates nor any of
its or its affiliates' agents, directors, officers or employees 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 any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition to the Placing nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
Canaccord Genuity and the Company.
Termination of the Placing
Canaccord Genuity may in its absolute discretion terminate the
Placing Agreement at any time up to and including Admission in
certain circumstances, including (among others) a breach of the
warranties given to Canaccord Genuity or the occurrence of a force
majeure event. Notice of termination may be communicated by
Canaccord Genuity as soon as practicable to any director of the
Company orally or by fax or email or otherwise and announced to a
Regulatory Information Service.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Canaccord Genuity that the exercise by the Company or
Canaccord Genuity of any right of termination or any other right or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Company or Canaccord Genuity (as the
case may be) and that neither the Company nor Canaccord Genuity
need make any reference to such Placee and that none of the
Company, Canaccord Genuity, their respective affiliates or their or
their respective affiliates' agents, directors, officers or
employees, respectively, shall have any liability to such Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" above and
will not be capable of rescission or termination by it after oral
confirmation by Canaccord Genuity following the close of the
Bookbuild.
Representations, warranties and further terms
By submitting a bid in the Bookbuild, each prospective Placee
(and any person acting on such Placee's behalf) represents,
warrants, acknowledges and agrees (for itself and for any such
prospective Placee) that:
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Appendix and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document has been or will be prepared in
connection with the Placing;
3. the Company's ordinary shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of AIM, which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
4. neither Canaccord Genuity nor the Company nor any of their
respective affiliates, or their or their respective affiliates'
agents, directors, officers or employees, respectively, nor any
person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this
Announcement or any other Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares; nor has it requested
Canaccord Genuity, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5. neither Canaccord Genuity nor any person acting on its behalf
nor any of its affiliates, agents, directors, officers or
employees, has or shall have any liability for this Announcement or
any other Publicly Available Information, or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
6. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Canaccord Genuity
nor any persons acting on its behalf are responsible for or have or
shall have any liability for any information or representation,
warranty or statement relating to the Company contained in this
Announcement or any other Publicly Available Information, nor will
they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement, any other Publicly
Available Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
7. it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, Canada, Japan, New Zealand or
the Republic of South Africa and it acknowledges and agrees that
the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Australia,
Canada, Japan, New Zealand or the Republic of South Africa and may
not be offered, sold or acquired, directly or indirectly, within
those jurisdictions;
8. the Placing Shares are being offered and sold only (i)
outside the United States in "offshore transactions" as defined in,
and in accordance with, Regulation S under the Securities Act; or
(ii) to a limited number of persons that are QIBs pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act in a transaction
not involving any public offering. It and any account for which it
is acting is either: (i) located outside the United States and
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act or (ii) a QIB which has duly executed a US investor
letter in a form provided to it and delivered the same to Canaccord
Genuity or its affiliates;
9. it (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and the
risks of an investment in the Placing Shares, (ii) will not look to
Canaccord Genuity for all or part of any such loss it may suffer,
(iii) is able to bear the economic risk of an investment in the
Placing Shares, (iv) is able to sustain a complete loss of the
investment in the Placing Shares and (v) has no need for liquidity
with respect to its investment in the Placing Shares;
10. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement, the Publicly Available
Information such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on Publicly Available Information,
(ii) Canaccord Genuity and the Company (or any of their respective
affiliates) have not made any representation to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information, (iii) it has conducted its own investigation
of the Company, the Placing and the Placing Shares, satisfied
itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in
the Placing and (iv) it has not relied on any investigation that
Canaccord Genuity or any person acting on its behalf may have
conducted with respect to the Company, the Placing or the
Shares;
11. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, nor 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. The
Placing Shares have not been registered or otherwise qualified for
offer and sale nor will a prospectus be cleared or approved in
respect of the Placing Shares under the securities laws of
Australia, Canada, Japan, New Zealand 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 the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa, or in any country or
jurisdiction where any action for that purpose is required;
12. it and/or each person on whose behalf it is
participating:
a. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
13. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
14. none of Canaccord Genuity, its affiliates and any person
acting on its behalf is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into
in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of
Canaccord Genuity and that Canaccord Genuity has no duties or
responsibilities to it for providing the protections afforded to
Canaccord Genuity's 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 its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
15. it will make payment to Canaccord Genuity (as Canaccord
Genuity may direct) for the Placing Shares allocated to it in
accordance with the terms and conditions of this Announcement on
the due times and dates set out in this Announcement, failing which
the relevant Placing Shares may be placed with others on such terms
as Canaccord Genuity may determine in its absolute discretion
without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
16. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire or subscribe for, and that it may be called
upon to acquire or subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned
maximum;
17. no action has been or will be taken by any of the Company,
Canaccord Genuity or any person acting on behalf of the Company or
Canaccord Genuity that would, or is intended to, permit a public
offer of the Placing Shares in the United States or in any country
or jurisdiction where any such action for that purpose is
required;
18. the person who it specifies for registration as holder of
the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. Canaccord Genuity and the Company will
not be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
It agrees to acquire Placing Shares pursuant to the Placing on the
basis that the Placing Shares will be allotted to a CREST stock
account of Canaccord Genuity who will hold them as nominee directly
or indirectly on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
19. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
20. it and any person acting on its behalf falls within Article
19 (5) and/or 49(2) of the Order, as amended, and undertakes that
it will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
21. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom 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 and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85 (1) of FSMA;
22. if within the EEA, it is a Qualified Investor as defined in
section 86(7) of FSMA, being a person falling within Article 2.1(e)
of the Prospectus Directive;
23. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA and
the Financial Services Act 2012 in respect of anything done in,
from or otherwise involving the United Kingdom);
25. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than qualified investors, or in circumstances in which the express
prior written consent of Canaccord Genuity has been given to the
offer or resale;
26. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA 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 purpose of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in any member state of the EEA;
27. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
28. neither Canaccord Genuity, the Company nor any of their
respective affiliates, or their or their respective affiliates'
agents, directors, officers or employees, respectively, nor any
person acting on behalf of such persons is making any
recommendation to it, advising it regarding the suitability of any
transaction it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representation, warranty, acknowledgement, agreement, undertaking
or indemnity contained in the Placing Agreement nor the exercise or
performance of any of Canaccord Genuity's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
29. acknowledges and accepts that Canaccord Genuity may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Canaccord Genuity will not make any
public disclosure in relation to such transactions;
30. it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation (2015/596/EU)
("MAR") and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Criminal
Justice Act 1993, the Terrorism Act 2000, the Terrorism Act 2006
and the Money Laundering Regulations 2007 and any related or
similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (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;
31. except as set out in clause 32 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
32. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
33. its commitment to acquire Placing Shares on the terms set
out in this Announcement will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or Canaccord Genuity's conduct of the Placing;
34. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
35. the Company, Canaccord Genuity and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Canaccord
Genuity on its own behalf and on behalf of the Company and are
irrevocable;
36. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such account(s);
37. time is of the essence as regards its obligations under this
Appendix;
38. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Canaccord Genuity;
39. the Placing Shares will be issued subject to the terms and
conditions set out in this Appendix; and
40. this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to acquire shares pursuant to the Bookbuild and/or the
Placing will be governed by English law and the English courts
shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or Canaccord Genuity in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Canaccord Genuity and each of their respective affiliates
and each of their and their respective affiliates' agents,
directors, officers and employees, respectively, harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings given by the Placee in this Appendix and further
agrees that the provisions of this Appendix shall survive after
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, directly by the Company. Such agreement
assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there were
any such arrangements, or the settlement related to other dealings
in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Canaccord Genuity would
be responsible. If this is the case, it would be sensible for
Placees to take their own advice and they should notify Canaccord
Genuity accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares and each Placee, or
the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such non-UK stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Canaccord Genuity in the event
that either the Company and/or Canaccord Genuity have incurred any
such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Canaccord
Genuity for itself and on behalf of the Company and are
irrevocable.
Canaccord Genuity is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Bookbuild, the Placing and Admission
and will not regard any other person (whether or not a recipient of
this document) as a client in relation to the Bookbuild or the
Placing and will not be responsible to anyone (including Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Bookbuild or
the Placing or other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Canaccord Genuity does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements or agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Canaccord Genuity may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Canaccord Genuity, any money held in an account with
Canaccord Genuity on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the relevant rules and regulations of the FCA which
therefore will not require Canaccord Genuity to segregate such
money, as that money will be held by it under a banking
relationship and not as trustee.
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.
All times and dates in this Announcement may be subject to
amendment. Canaccord Genuity will notify Placees and any persons
acting on behalf of the Placees of any changes.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement may contain and the Company may make verbal
statements containing "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.
Information for distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares 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 Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Canaccord
Genuity will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TSTBSBDGBSBBGID
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