TIDMCYAN
RNS Number : 6013N
CyanConnode Holdings PLC
23 January 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION .
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of CyanConnode Holdings plc or other evaluation of any
securities of CyanConnode Holdings plc or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). In addition,
market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information .
23 January 2023
CyanConnode Holdings plc
("CyanConnode" or the "Company")
Proposed Placing and Subscription to raise approximately GBP5
million
CyanConnode (AIM:CYAN.L), a world leader in narrowband radio
frequency (RF) smart mesh networks, is pleased to announce that it
is proposing to raise approximately GBP5 million, before expenses,
by way of a placing (the "Placing") of, and subscription (the
"Subscription") by certain of the Company's Directors and other
investors for, new ordinary shares of 2p each (the "Ordinary
Shares") in the Company (the Placing and the Subscription together
being the "Fundraising").
The Placing will be effected by way of an accelerated bookbuild
(the "Bookbuild") at a price of 17p (the "Issue Price") per Placing
Share. The Bookbuild will open with immediate effect following
release of this Announcement. A further announcement confirming the
closing of the Bookbuild and the number of new Ordinary Shares to
be issued pursuant to the Placing and the Subscription is expected
to be made in due course.
John Cronin, Heather Peacock, David Johns-Powell and Peter Tyler
, being Directors of the Company, have indicated their intention to
participate in the Fundraising, via either the placing or the
subscription, for up to GBP110,000, in aggregate.
Highlights
-- The Company intends to raise approximately GBP 5 million to
new and existing institutional and other investors at 17p per
Ordinary Share;
-- The Issue Price is equal to the closing price on 20 January
2023, being the last trading date prior to the announcement of the
proposed Fundraising;
-- The net proceeds of the Fundraising will be used to further
strengthen the Company's balance sheet, to fund long lead time
critical components and to fund resourcing required to manage the
scale-up of the Company.
Your attention is drawn to the Additional Information set out
below.
The Placing is subject to the terms and conditions set out in
Appendix I to this Announcement (which forms part of this
announcement, such announcement and the Appendices to this
Announcement together being this "Announcement" ).
Enquiries:
+44 (0) 1223 225
CyanConnode Holdings plc 060
John Cronin, Executive Chairman www.cyanconnode.com
Cenkos Securities plc (Nomad and Joint +44 (0) 20 7397
Broker) 8900
Stephen Keys / Charlie Combe (Corporate
Finance)
Zeus Capital Limited (Sole Bookrunner
and Joint Broker) +44 (0)20 3829 5000
Nick Cowles / Alexandra Campbell-Harris
(Corporate Finance)
Simon Johnson (Corporate Broking)
Longspur Capital Limited (Placing Agent)
Nick Stamp/Akhil Shah (Corporate Finance)
Adam Robertson (Head of Distribution) +44 (0)203 940 6601
Additional information
About CyanConnode
CyanConnode (AIM:CYAN.L), is a world leader in Narrowband Radio
Frequency (RF) Smart Mesh Networks, which are used for machine to
machine (M2M) communication. As well as being self-forming and
self-healing, CyanConnode's RF Smart Mesh Networks are designed for
rapid deployment, whilst giving exceptional performance and
competitive total cost of ownership.
CyanConnode's award-winning Omnimesh Advanced Metering
Infrastructure (AMI) platform has gained considerable commercial
traction, especially in India which is a key market for the
Company.
Through a Global partner eco-system, which is vendor agnostic,
CyanConnode has several routes to market, therefore it is well
positioned to capitalise upon increasing Global demand for smart
metering solutions.
For more information, please visit www.CyanConnode.com
Background to and reasons for the Fundraising:
On 14 December 2022, the company announced the interim results
for the CyanConnode group for the six-month period ending 30
September 2022. This update highlighted the strong order book in
India, with a good pipeline of further opportunities, as well as
substantial orders being received from new territories during the
period, including orders from the Middle East and North Africa
(MENA) region worth over USD9 million.
The recent win rate from contracts tendered since April 2022 has
been approximately 38% in volume and the installed rate is around
25%. CyanConnode is currently bidding for contracts worth over GBP1
billion in value. The company's partners have recently been named
as Level 1 status for more than 25 million units, which, while
there is no expectation of winning all of them, suggests a bright
future.
India:
CyanConnode has had a very successful year in India. During the
current financial year to 31 March 2023, there has been a
significant increase in tenders and orders placed on the company
for Omnimesh modules in the Indian market as the Government of
India moves forward with its plan to deploy 250 million smart
meters.
During the current financial year, orders for 2.3 million
Omnimesh modules have been placed on the company. This shows
significant momentum, as it had taken almost ten years for the
previous 1.3 million modules to be won. It is expected that the
majority of the 2.3 million Omnimesh modules will be installed
during the next two years. CyanConnode's pipeline of opportunities
and key partnerships has also increased significantly during the
current financial year. Tenders for large volumes, which currently
total more than 85 million smart meters, have now been issued and
are at various stages of the tender process, some of which are at
an advanced stage.
Notably, this month, the company was pleased to announce that
its subsidiary, CyanConnode India Pvt. Ltd (CyanConnode India),
received an order from a new customer, Montecarlo Limited
(Montecarlo) for 983,525 Omnimesh modules, together with advanced
metering infrastructure, standards-based hardware, Omnimesh
head-end software, perpetual license, and a support and maintenance
contract. This followed the orders received by CyanConnode India
between April and August 2022 for a total of 1.3 million Omnimesh
modules.
In August 2022, the Government of India approved the Revamped
Distribution Sector Scheme (RDSS) to help Distribution Companies
(DISCOMs) improve their operational efficiencies and financial
sustainability by providing result-linked financial assistance to
strengthen supply infrastructure. The RDSS mandates compulsory
installation of smart meters across the country and has an outlay
of Rs 3,03,758 Crore (circa GBP30 billion) over 5 years. The RDSS
requires data 'Collection Efficiency' of not less than 98%, which
CyanConnode's technology comfortably exceeds. CyanConnode also
believes that the RDSS favours the company's technology for network
communication and management.
In addition, the Rural Electrification Corporation floated a
Request for Empanelment (RFE) to allow participation in the RDSS
tenders. This requires Advanced Metering Infrastructure Service
Providers (AMISPs) to demonstrate their solutions in a controlled
test environment. Empanelment will be required by all AMISPs to
allow participation in RDSS tenders. Following an initial delay in
the empanelment process, thirty-one companies are now
empanelled.
CyanConnode's Omnimesh mesh networks boast a reliability rate of
more than 99.5%, which meets stringent service level agreements
(SLAs) in dense terrain as well as semi-urban, rural, and
mountainous regions. This has resulted in the company's technology
being deployed in approximately 25% of all smart metering
deployments to date in India. CyanConnode has a long track record
of successful deployments in India and has established a leadership
position in the Indian market over the last ten years.
The company is extremely well positioned to win the
communications solutions element of these large tenders and is
aiming to win orders in the range of 20 to 30 million Omnimesh
modules over the next five years.
Rest of World:
The smart metering market in the APAC and MENA regions continues
to mature and presents a significant opportunity for
CyanConnode.
The MENA region has presented large opportunities to the Company
in the current financial year with order for more than $9 million
having been won since April 2022. The majority of revenue relating
to these contracts will be recognised in this financial year.
The company continues to deliver the Metropolitan Electricity
Authority (MEA) project with JS Technical Services (JST) partner
Forth Corporation Public Company Limited (Forth), a
telecommunication and electronics company that provides products
and integration services throughout Thailand. MEA, who supplies
around 4 million customers in the city of Bangkok and two adjacent
provinces, is deploying a Smart Metro Grid platform to improve
power availability and reliability, as well as to analyse
distribution losses, automate meter reading, and increase customer
satisfaction. During the period, CyanConnode's scope of the Site
Acceptance Test (SAT) has been successfully delivered.
Use of Proceeds:
The company continues to go through a period of significant
growth and, in order to maintain momentum and enable further
expansion, will use the net proceeds of the fundraising to:
-- Strengthen CyanConnode's balance sheet, to give confidence to the Company's customers;
-- Purchase essential components to ensure Omnimesh modules are
manufactured and delivered on time;
-- Scale up production to ensure deployment of existing and future contracts;
-- Support Indian partners, where required, in the tender process; and
-- Invest in product development to maintain CyanConnode's leadership position in key markets.
Financial position and trading
As previously disclosed in the Company's interim results,
released on 14 December 2022, turnover for the 6 months to 30
September 2022 was GBP1.3m, which met Board expectations.
Management forecast that circa 90% of the full financial year
revenue will be delivered in the second half of the current
financial year. Thanks to significant contracts secured, revenue
for this financial year to date is now more than GBP5 million.
A total of GBP4.5m cash was collected from customers in the 6
months to 30 September 2022(FY22: GBP3.8m), and a further GBP3.8
million since the period end, taking total cash collection to date
in the financial year to circa GBP8.3 million.
Part of this cash has been utilised to purchase stock of long
lead-time components to support delivery during the remainder of
the financial year and into the next financial year. The Directors
believe that the Fundraising will enable the Company to continue to
execute on its order book and pipeline, supporting the growth
required as the Company scales to meet market demand.
The Placing
The timing for the close of the Bookbuild and the allocation of
the Placing Shares will be determined by Zeus Capital Limited
("Zeus" or the "Broker to the Transaction") and the Company. In
addition to Zeus (as the Broker to the Transaction), the Company
has also engaged Longspur Capital Limited to identify and introduce
potential investors for participation in the Placing.
The final number of new Ordinary Shares to be issued pursuant to
the Placing (the "Placing Shares") will be determined following
closure of the Bookbuild. The Placing Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
existing Ordinary Shares.
The Placing has been arranged by Zeus in accordance with the
terms and conditions set out in the Appendix to this Announcement.
The Bookbuild is expected to close not later than 8.00 a.m. (London
time) on 24 January 2023, but may be closed at such earlier or
later time as the Broker to the Transaction, in their absolute
discretion (following consultation with the Company),
determine.
Details of the result of the Placing will be announced as soon
as practicable after closure of the Bookbuild. Attention is drawn
to the detailed terms and conditions of the Placing described in
Appendix I (which forms part of this Announcement). 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 Appendix I) 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
Appendix I.
The Placing is not conditional upon the approval of the
Company's shareholders.
Admission, settlement and CREST
Application will be made for the new Ordinary Shares issued
pursuant to the Fundraising to be admitted to trading on AIM
("Admission").
Settlement for and admission of the new Ordinary Shares pursuant
to the Fundraising to trading on AIM is expected to take place on
or before 8.00 a.m. on or around 27 January 2023. The Placing is
conditional upon, among other things, admission of the Placing
Shares becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Zeus
or by any of its affiliates 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 therefore is
expressly disclaimed.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than Appendix I in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the new Ordinary Shares
have not been, and will not be, registered under the Securities Act
or qualified for sale under the laws of any state of the United
States or under the applicable laws of any of Canada, Australia,
the Republic of South Africa, or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the new Ordinary Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Broker that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Broker to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, the Republic of
South Africa, Australia or Japan. Overseas Shareholders and any
person (including, without limitation, nominees and trustees), who
have a contractual or other legal obligation to forward this
document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
This Announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the CyanConnode group to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based unless required to do so by applicable law or
the AIM Rules for Companies.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
Zeus, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Broker to the Company in connection with the
Placing. Zeus will not be responsible to any person other than the
Company for providing the protections afforded to clients of Zeus
or for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Zeus is not
making any representation or warranty, express or implied, as to
the contents of this Announcement. Zeus has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Zeus for the accuracy of any information
or opinions contained in this Announcement or for the omission of
any material information.
Cenkos, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser to the Company in
connection with the Fundraising. Cenkos has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Cenkos for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information. The responsibilities of
Cenkos as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or
otherwise.
The new Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
Information to Distributors
Solely for the purposes of the product governance of Chapter 3
of the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements") and/or any
equivalent requirements elsewhere to the extent determined to be
applicable, and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the UK Product Governance Requirements and/or any
equivalent requirements elsewhere to the extent determined to be
applicable) 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 Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, Placees 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, the Broker 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 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.
Appendix I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO
THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN
THE UNITED STATES, UNITED KINGDOM OR ELSEWHERE. ALL OFFERS OF THE
NEW ORDINARY SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE
UK VERSION OF REGULATION (EU) NO 2017/1129 OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017, WHICH IS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED
FROM TIME TO TIME, (THE "PROSPECTUS REGULATION") FROM THE
REQUIREMENT TO PRODUCE A PROSPECTUS. THIS ANNOUNCEMENT IS BEING
DISTRIBUTED TO PERSONS IN THE UNITED KINGDOM ONLY IN CIRCUMSTANCES
IN WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED ("FSMA") DOES NOT APPLY.
NO PROSPECTUS WILL BE MADE AVAILABLE IN CONNECTION WITH THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS
REQUIRED (IN ACCORDANCE WITH THE PROSPECTUS REGULATION) TO BE
PUBLISHED. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA AND THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS
(WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION)
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED; (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. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. 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 HAS BEEN ISSUED BY, AND IS THE SOLE
RESPONSIBILITY OF, THE COMPANY. NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO,
AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE
DIRECTORS OR THE COMPANY, OR BY ANY OF ITS OR THEIR RESPECTIVE
PARTNERS, EMPLOYEES, ADVISERS, 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 THEREFORE IS EXPRESSLY DISCLAIMED.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE
ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA, AND MAY NOT BE OFFERED,
SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) 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 Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (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, Zeus will only
procure investors who meet the criteria of professional clients and
eligible counterparties (as defined in Chapter 3 of COBS).
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A and 10A (respectively) 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.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
In particular each such Placee represents, warrants and
acknowledges that:
a) 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;
b) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
c) it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
d) if it is a financial intermediary, as that term is used in
Regulation 5 of the Prospectus Regulation, any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in a member state of
the EEA which has implemented the Prospectus Regulation, or in
circumstances in which the prior consent of Zeus has been given to
each such proposed offer or resale.
Details of the Placing Agreement, the Placing Shares and the
Bookbuild
Zeus is acting as broker and bookrunner in connection with the
Placing and Cenkos is acting as nominated adviser to the Company in
connection with the Placing and have entered into a placing
agreement with the Company (the "Placing Agreement") under which
Zeus has conditionally agreed to use its reasonable endeavours to
procure Placees to take up the Placing Shares, on the terms and
subject to the conditions set out therein and in this Appendix and
Cenkos has conditionally agreed to make the application for
Admission (as defined below). The Placing is not being
underwritten.
Zeus will today commence the bookbuilding process to determine
demand for participation in the Placing by potential 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.
The Placing Shares will, as from the date when they are issued,
be fully paid up and rank pari passu in all respects with the
existing Ordinary Shares then in issue.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of each of
Zeus and Cenkos. Zeus and Cenkos have absolute discretion as to
whether or not to bring an action against the Company for breach of
these undertakings, warranties and indemnities.
Zeus and Cenkos have the right to terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Application for admission to trading
Application will be made to the London Stock Exchange for the
Placing Shares and the new Ordinary Shares to be issued pursuant to
the Subscription to be admitted to trading on AIM ("Admission"). It
is expected that Admission will become effective and that dealings
in the Placing Shares and the new Ordinary Shares to be issued
pursuant to the Subscription, will commence at 8.00 a.m. on or
around 27 January 2023.
Participation in, and principal terms of, the Placing
1. Zeus is arranging the Placing as agent for the Company for
the purpose of procuring Placees at the Issue 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
Zeus. Zeus and its affiliates are entitled to enter bids as
principal in the Bookbuild.
3. The final number of Placing Shares will be agreed between
Zeus and the Company following completion of the Bookbuild. The
final number of Placing Shares to be issued will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Zeus. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Bids may be scaled down on the basis referred to in
paragraph 7 below.
5. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 24 January 2023, but may be closed earlier or
later, at the discretion of Zeus. Zeus may, in agreement with the
Company, accept bids (either in whole or in part) that are received
after the Bookbuild has closed.
6. Each Placee's allocation of Placing Shares will be confirmed
to Placees orally by Zeus following the close of the Bookbuild, and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter. The terms of this Appendix are deemed to be
incorporated in the form of confirmation. Zeus's oral 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 Zeus and the Company, pursuant to which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay or procure payment of the Issue Price in respect of
such shares on the terms and conditions set out in this Appendix
and in accordance with the Company's corporate documents. Except
with the consent of Zeus, such commitment will not be capable of
variation, revocation, termination or rescission at either the time
of such oral confirmation or any time thereafter.
7. Subject to paragraphs 3 and 4 above, after consultation with
the Company as to the allocation of the Placing Shares to Placees,
Zeus will, in effecting the Placing, determine the identity of the
Placees and the basis of allocation of the Placing Shares.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and, after confirmation (oral or
otherwise) by Zeus, will be legally binding on the Placee on behalf
of which it is made and except with Zeus's consent will not be
capable of variation, revocation, termination or rescission after
the time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
Zeus, to pay or procure payment to it (or as it may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares that such Placee has agreed to acquire
and the Company has agreed to allot and issue to that Placee.
9. Except as required by law or regulation, no press release or
other announcement will be made by Zeus 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.
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 Bookbuild and Placing will be
subject to fulfilment or (where applicable and permissible by law)
waiver of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by Zeus.
13. To the fullest extent permissible by law neither Zeus nor
the Company nor any of their respective affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Zeus nor
the Company, nor any of their respective affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Zeus's conduct of the Bookbuild or
of such alternative method of effecting the Placing as Zeus and the
Company may agree. Nothing in this paragraph excludes liability of
any person for fraud or fraudulent misrepresentation made by that
person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Zeus's and Cenkos's obligations under the Placing Agreement
are conditional on certain conditions, including inter alia:
a) none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading at any time before Admission and no fact
or circumstance having arisen which would constitute a breach of
any such warranties;
b) the Company having complied with certain specified
obligations under the Placing Agreement (to the extent such
obligations fall to be performed prior to Admission) including the
Company allotting, conditional on Admission, the Placing Shares
subject to the Company's articles of association;
c) the Subscription having become unconditional in all respects
save for any conditions relating to the Placing Agreement or
Admission;
d) the delivery by the Company to Zeus and Cenkos of certain
documentary conditions precedent; and
e) Admission occurring at 8:00 a.m. (London time) on or around
27 January 2023 (or such later time and/or date, not being later
than 8:00 a.m. (London time) on 10 February 2023, as the Company,
Zeus and Cenkos may otherwise agree).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable and permissible by law) waived or extended in
writing by each of Zeus and Cenkos by the relevant time or date
specified (or such later time or date as the Company and Zeus may
agree); or (ii) prior to Admission, the Placing Agreement is
terminated in accordance with its terms including, inter alia, in
the circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
Zeus and Cenkos may, in their discretion, extend the time for
satisfaction of, or, where applicable and permissible by law, waive
compliance by the Company with, the whole or any part of certain of
the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Zeus shall have no liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it 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 it 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
Zeus.
Right to terminate under the Placing Agreement
Zeus and Cenkos may, after having to the extent practicable in
the circumstances consulted with the Company, at any time before
Admission of the Placing Shares terminate the Placing and the
Placing Agreement in accordance with its terms in certain limited
circumstances including, inter alia, if:
a) any statement contained in the Placing documents has, in the
opinion of Zeus and Cenkos (acting reasonably), been discovered to
be materially untrue, incorrect or misleading; or
b) there has, in the opinion of Zeus and Cenkos (acting
reasonably), been a material breach of any of the warranties or any
other obligations on the part of the Company under the Placing
Agreement which is material in the context of the Placing.
Zeus and Cenkos may also, after having to the extent practicable
in the circumstances consulted with the Company, terminate the
Placing Agreement, in accordance with its terms if, at any time
prior to Admission of the Placing Shares, inter alia, there
happens, develops or comes into effect:
(a) any occurrence of any kind which (by itself or together with
any other such occurrence) in the reasonable opinion of Zeus and
Cenkos is likely to materially and adversely affect the market's
position or prospects of the CyanConnode group taken as a whole;
or
(b) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in the reasonable opinion of
Zeus and Cenkos is materially adverse to the Placing.
By participating in the Placing, Placees agree that the exercise
by Zeus and Cenkos of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Zeus and Cenkos (acting in accordance with the terms of the
Placing Agreement) and that Zeus need not make any reference to, or
consult with, Placees and that neither Zeus nor Cenkos shall have
any liability to Placees whatsoever in connection with any such
exercise.
No Prospectus
No offering 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.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in any contract note to be provided to individual
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
all other publicly available information previously published by
the Company by notification to a Regulatory Information Service is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company or Zeus or Cenkos or any other person and neither the
Company nor Zeus nor Cenkos nor any other person will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the CyanConnode group in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraud or fraudulent
misrepresentation by that person.
Registration and Settlement
Settlement of the Placing Shares (ISIN: GB00BF93WP34) following
Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"). Subject to
certain exceptions, Zeus and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Zeus stating the number of Placing Shares allocated
to it at the Issue Price, the aggregate amount owed by such Placee
to Zeus and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with Zeus.
It is expected that settlement for the Placing Shares will be on
or around 27 January 2023 in accordance with the instructions set
out in the trade confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Zeus may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Zeus's account and benefit, an amount equal to
the aggregate amount owed by the Placee. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are 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.
If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any
interests and penalties relating thereto) is payable in respect of
the allocation, allotment, issue, sale, transfer or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty
or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither Zeus nor the Company shall be responsible for the payment
thereof.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition 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 or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3. acknowledges that the Placing does not constitute a
recommendation or financial product advice and that Zeus and Cenkos
have had no regard to its particular objectives, financial
situation or needs;
4. acknowledges that none of Zeus, Cenkos, the Company, nor any
of their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Zeus, Cenkos, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
5. acknowledges that the existing Ordinary Shares are quoted on
AIM and that the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices under the AIM Rules, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or access such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither Zeus
nor Cenkos, nor their affiliates or any person acting on behalf of
them, has or shall have any liability for any information,
representation or statement contained in, or omission from, this
Announcement or any information previously published by or on
behalf of the Company, pursuant to applicable laws, 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 Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that such Placee deems necessary or appropriate and
sufficient 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 Zeus, Cenkos, or the Company nor any of their respective
affiliates, agents, directors, officers or employees and that none
of Zeus, Cenkos or the Company or any such affiliate, agent,
director, officer or employee 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, provided that nothing in this paragraph excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
7. acknowledges and agrees that it may not rely, and has not
relied, on any investigation that Zeus or Cenkos, or any of their
affiliates or any person acting on their behalf, may have conducted
with respect to the Placing Shares or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of the information in this Announcement or
any other publicly available information; each Placee further
acknowledges that it has conducted its own investigation of the
Company and made its own assessment of the Placing Shares and has
received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares;
8. acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares;
9. acknowledges that none of Zeus or Cenkos, or their
representative affiliates nor any person acting on behalf of any of
them has or shall have any liability for any information made
publicly available by or in relation to the Company or any
representation, warranty or statement relating to the Company or
the CyanConnode group contained therein or otherwise, provided that
nothing in this paragraph excludes the liability of any person for
fraud or fraudulent misrepresentation made by that person;
10. represents and warrants that: (i) it is and, at the time the
Placing Shares are subscribed for, will be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation
S; (ii) if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings and
acknowledgements herein on behalf of each such person; (iii) it is
not acquiring the Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
"general solicitation" or "general advertising" within the meaning
of Rule 502(c) of Regulation D of the Securities Act; and (iv) it
will not publish, distribute or transmit this Announcement or any
other document or information related to the Placing, by any means
or media, directly or indirectly, in whole or in part, in or into
or from the United States;
11. acknowledges that it understands that the Placing Shares
have not been, and will not be, registered under the Securities Act
and may not be offered, sold, resold or transferred, directly or
indirectly, in or into or from the United States, except in
accordance with Regulation S or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
12. acknowledges that in making any decision to acquire Placing
Shares it: (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for or purchasing the Placing Shares; (ii) will not
look to Zeus nor Cenkos for all or part of any loss it may suffer
as a result of any such subscription or purchase; (iii) is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of an investment in the Placing Shares;
(iv) is able to sustain a complete loss of an investment in the
Placing Shares; and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
13. undertakes, unless otherwise specifically agreed with Zeus,
that it is not and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of Australia, Canada, Japan or South Africa and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Canada,
Japan or South Africa and, subject to certain exceptions, may not
be offered, sold, transferred, delivered or distributed, directly
or indirectly, in or into any of 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);
15. represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and UK MAR;
(ii) in connection with the laws of all relevant jurisdictions
which apply to it and it has complied, and will fully comply, with
all such laws (including where applicable, the Anti-Terrorism,
Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as
amended) and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017) and that it
is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act 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
((i), (ii), (a) and (b), together, the "Regulations") and rules and
guidance on anti-money laundering produced by the FCA and, if it is
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 it
is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has
have complied, and will fully comply, with all such laws (including
where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 (as amended) and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017);
16. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person
it is duly authorised to do so and has full power to make the
acknowledgments, warranties, representations, undertakings, and
agreements herein on behalf of each such person;
17. if a financial intermediary, as that term is used in
Regulation 5 of the Prospectus Regulation, represents, warrants and
undertakes 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 a Member State of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of Zeus has been given to
the offer or resale;
18. represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
19. represents, warrants and undertakes that it has not offered
or sold and will not, prior to Admission, offer or sell any Placing
Shares to persons in the EEA 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
(within the meaning of the Prospectus Regulation) in any member
state of the EEA;
20. represents, warrants and undertakes 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 the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
21. represents, warrants and undertakes that it has complied and
will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
22. represents and warrants, if in a member state of the EEA,
unless otherwise specifically agreed with Zeus in writing, that it
is a "Qualified Investor";
23. represents and warrants, if in the United Kingdom, that it
is a person: (i) having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order; or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement may otherwise lawfully be communicated;
24. acknowledges and agrees that no action has been or will be
taken by any of the Company, Zeus, or any person acting on behalf
of the Company or Zeus 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;
25. 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 fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that, to
the best of its knowledge and belief it has not taken any action or
omitted to take any action which will or may result in Zeus, the
Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
26. undertakes that it (and any person acting on its behalf)
will make or procure payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as Zeus may in their
sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such
sale fall short of the product of the relevant Issue Price and the
number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any penalties) which may arise upon such placing or
sale of such Placee's Placing Shares;
27. acknowledges neither Zeus, nor any of its affiliates,
agents, directors, officers or employees are making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that its participation in the Placing is on the basis that it
is not and will not be a client of Zeus in connection with its
participation in the Placing and that Zeus has no duty nor
responsibility to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of their respective rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
28. 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 Zeus nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement;
29. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (including an dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make or procure payment for the
Placing Shares may be taken by the Company and/or Zeus 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;
30. except as set out in clause 31 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of UK 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;
31. if it has received any 'inside information' (for the
purposes of UK MAR and section 56 of the Criminal Justice Act 1993)
in relation to the Company and its securities, confirms that it has
received such information within the market soundings regime
provided for in article 11 of UK 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;
32. represent, warrants and undertakes that its purchase of
Placing Shares is in full compliance with applicable laws and
regulations;
33. confirms that its participation in the Placing would not
give rise to an offer being required to be made by it, or any
person with whom it is acting in concert, pursuant to Rule 9 of the
City Code on Takeovers and Mergers;
34. agrees that the Company, Zeus, Cenkos and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements,
agreements, and undertakings which are given to Zeus on its own
behalf and Cenkos on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises the Company, Zeus
and Cenkos to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
35. acknowledges that neither the Company nor Zeus nor Cenkos
owes any fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement; and
36. acknowledges and agrees that its commitment to take up
Placing Shares on the terms set out in this Announcement (including
this Appendix) will continue notwithstanding any amendment that may
now or in the 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
or Zeus's conduct of the Placing.
The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company as well as each of Zeus and Cenkos and are
irrevocable.
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Zeus will be responsible
and the Placees shall indemnify the Company, Zeus on an after-tax
basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify Zeus accordingly.
Placees are advised to consult with their own advisers regarding
the tax aspects of their subscription for Placing Shares.
Neither the Company nor Zeus are liable to bear any transfer
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises and notify Zeus accordingly. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold Zeus and
the Company and their respective affiliates harmless from any and
all interest, fines or penalties in relation to stamp duty, stamp
duty reserve tax and all other similar duties or taxes to the
extent that such interest, fines or penalties arise from the
default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable 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.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Zeus and 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 Zeus, any money held in an account with Zeus 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 the 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 Zeus's money in accordance with the client money
rules and will be used by Zeus in the course of their own business
and the Placee will rank only as a general creditor of Zeus.
All times and dates in this Announcement may be subject to
amendment. Zeus shall notify the Placees and any person acting on
behalf of the Placees of any changes.
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END
IOESEAFWDEDSESF
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January 23, 2023 12:11 ET (17:11 GMT)
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