TIDMDUKE
RNS Number : 3426Y
Duke Royalty Limited
04 December 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECOME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY
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.
Duke Royalty Limited
("Duke Royalty", "Duke" or the "Company")
Proposed Fundraising to raise at least GBP20 million
Duke Royalty Limited (AIM: DUKE), the royalty financing company,
is pleased to announce a proposed conditional placing and
subscription ("Fundraising") to raise at least GBP20 million,
before expenses, by way of a Placing of New Shares at a price of 40
pence per share (the Issue Price) and a Subscription by certain
overseas investors on the same terms. The net proceeds of the
Fundraising will allow the Company, inter alia, to continue to
finance its diversified pipeline of royalty financing
opportunities.
Highlights
-- Proposed Placing and Subscription to raise gross proceeds of at least GBP20 million
-- Net proceeds to diversify portfolio of royalty investments and provide working capital
-- Two new potential royalty partners in advanced stages of negotiation
-- Additional proceeds to execute on new identified
opportunities and/or follow on investments in existing royalty
partners
-- Following deployment of capital, Duke could have exposure to
up to 6 underlying companies through four Royalty Partners
-- Increased dividend yield expected following deployment of capital
-- Issue price of 40p per share
-- Placing to be undertaken by way of an accelerated bookbuild
exercise which will be launched immediately following release of
this Announcement
-- Cenkos and Mirabaud acting as joint bookrunners
Neil Johnson, Duke's CEO commented, "We are delighted with the
support that we have received from both new and existing
institutional shareholders. Following our Admission in March 2017,
we have gained traction in Europe for our royalty financing product
to the point where our near-term pipeline exceeds our available
funds. The net funds of this placing will accelerate our royalty
investments and expected returns to shareholders, and supports the
Company as we execute on our position as the only UK-quoted
non-resource royalty company."
Background to and reasons for the Fundraising
In March 2017, in conjunction with its re-admission to AIM, the
Company raised GBP15 million in growth capital in order to commence
building a diversified portfolio of royalty investments. Shortly
thereafter in April 2017, Duke made its inaugural royalty
transaction through the provision of EUR8 million Temarca BV, a
Netherlands-based river cruise provider with an initial cash on
cash yield of 12.8 per cent under the terms of the partnership.
This was followed by its second royalty transaction in October
2017, in which GBP7 million over two tranches were provided to Lynx
Equity (UK) Limited, which owns and operates a number of companies
in a diverse range of industries. The terms of this partnership
provide for an initial cash yield of 12.0 per cent.
Having already secured two royalty partners, the Directors'
strategy is to continue to build a diversified portfolio of royalty
streams from companies ("Royalty Partners"), increasing its short
to mid-term dividend yield and de-risking its business. Over the
past months, in conjunction with Oliver Wyman, the Company has
continued evaluate a number of potential Royalty Partners. The
Company is now seeking to raise additional funds as the current
pipeline of potential transactions exceeds the Company's available
funds.
The Board is now seeking to raise at least GBP20 million to
provide funding for two new Royalty Partners totaling GBP16
million, both of which are in advanced stages of negotiation and
will be made on Duke's typical terms. The balance of the funds will
be applied towards follow on investments in existing partners as
Duke has options to contribute more capital to both Temarca BV and
Lynx UK on the terms of their original contributions, or be applied
to pipeline deals to further diversify the portfolio at the Board's
discretion, as well as for working capital. The Placing is not
conditional on the completion of the investments in the new Royalty
Partners, which are still subject to final due diligence and
definitive documentation.
The Board believes that the Fundraising and subsequent
deployment of capital will provide investors with a more
diversified portfolio. The portfolio is expected to provide Duke
with a long term predictable revenue stream, paid monthly with
embedded growth. Upon capital deployment, the Board believes that
Duke will be able to increase the Company's dividend.
Use of Proceeds
It is intended that the proceeds from the Fundraising will be
used to provide follow on investment in the Company's existing
portfolio of Royalty Partners, to capitalise on identified near
term opportunities and to provide working capital.
The two near-term investment opportunities that the Company is
currently pursuing are:
A) A GBP9 million investment into a specialist coatings manufacturer
This company was founded in the 1940's to provide industrial and
powder coatings and decorative paint. It has over 120 employees and
is a key supplier to several global brands. The funds to be
provided by Duke would enable the Royalty Partner to buyout an
existing shareholder and provide funds for general working capital
purposes. Non-binding terms have been agreed for up to GBP9 million
investment in line with Duke's typical deal structure
including:
-- Over 13% initial cash-on-cash yield
-- an annual adjustment factor based on revenue performance, subject to a collar
-- a 30-year term, will have seniority over equity, and provides
the Royalty Partner with a buy-back option incurring a penalty
This investment opportunity is still subject to final due
diligence and definitive documentation. It is expected that this
transaction will be concluded within weeks of completion of the
Fundraising.
B) A GBP7 million investment into a glass processing business
This company was established in 1979 and is now a leading
independent glass merchants and processors, with a diverse group of
300 active customers. Duke's funds are intended to enable the
Royalty Partner to buyout a remaining shareholder of a subsidiary,
refinance bank debt and provide funds for general working capital
purposes. Non-binding terms up to GBP7 million investment are
expected to be finalized in line with Duke's typical deal structure
including:
-- Over 13% initial cash-on-cash yield
-- an annual adjustment factor based on revenue performance, subject to a collar
-- a 30-year term, senior security, and provides the Royalty
Partner with a buy-back option incurring a penalty
This investment opportunity is still subject to final due
diligence and definitive documentation. It is expected that this
transaction will be completed by April 2018.
In the event that neither A) or B) complete, the Board would
expect to deploy proceeds into alternative Royalty Partners, and/or
the current options the Company has in relation to the existing
Royalty Partners. The Board's stated goal is to increase the
diversification in the number of Royalty Partners, and has a
further identified near term pipeline of new Royalty Partners with
up to GBP26 million of capital which could be deployed into such
partners.
Details of the Placing
The Placing will be conducted by way of an accelerated bookbuild
process ("Bookbuild") which will be launched immediately following
this Announcement, in accordance with the terms and conditions set
out in the Appendix to this Announcement. Cenkos and Mirabaud are
acting as joint-bookrunners in connection with the Placing. The
Bookbuild is expected to close no later than 12.00 p.m. (London
time) on 5 December 2017. However, the timing of the closing of the
Bookbuild, the final number and allocation of Placing Shares will
be determined at the discretion of the Company, Cenkos and
Mirabaud. A further announcement will be made following closing of
the Placing, confirming the final details of the transaction.
The Issue Price represents a discount of approximately 4.76 per
cent. to the Closing Price of 42 pence per Existing Ordinary Share,
being the Closing Price on 4 December 2017.
The Fundraising is conditional, inter alia, on the granting by
Shareholders of authorities to the Directors to dis apply the
pre-emption rights contained within the Articles and to issue
shares and admission of the New Shares to trading on AIM becoming
effective. A Circular will shortly be sent to shareholders
convening an Extraordinary General Meeting at which they will be
asked to give the Directors the requisite authorities. Application
will be made to the London Stock Exchange for the New Shares to be
admitted to trading on AIM at the conclusion of the Extraordinary
General Meeting.
It is the intention of certain Directors of the Company to
participate in the Fundraising on the same terms as the other
investors.
The Fundraising is not conditional on the Company entering into
a contract with either of the two companies described above, and
may be invested in another opportunity, or opportunities, as the
Board deems suitable. The Board anticipates that the net proceeds
of the Fundraising should be fully invested (or committed to be
invested) within 6 months of Admission. However, there is no fixed
period within which the Company would be required to conclude
royalty agreements or return funds to Shareholders.
Current Trading
The Company announced its interim results for the period ended
30 September 2017 on 8 November 2017, within which it provided an
update on trading. Since this date, the Board confirms that Duke's
trading continues in line with market expectations. As detailed
above, the Company has continued to identify and diligence
potential new Royalty Partners whilst it has started to generate
royalty revenues from the investment with its two existing Royalty
Partners.
Expected Timetable of Principal Events
Announcement of the proposed 4 December
Fundraising 2017
Announcement of the result 5 December
of the Fundraising 2017
Circular and Form of Proxy 5 December
published 2017
Latest date and time for 10:00 a.m. 19 December
receipt of proxy forms 2017
Extraordinary General Meeting 10:00 a.m. 21 December
2017
Announcement of the results 21 December
of the Extraordinary General 2017
Meeting
Admission and commencement 8.00 a.m. 22 December
of dealings in New Shares 2017
New Shares in uncertificated As soon as 22 December
form expected to be credited possible 2017
to accounts in CREST after 8.00
a.m.
Despatch of definitive Within 10 business days
share certificates for of Admission
the New Shares in certificated
form
For further information, please contact:
Duke Royalty Limited Neil Johnson / Charlie Cannon-Brookes
+44 (0) 1481 741 240
Grant Thornton UK Colin Aaronson / Samantha Harrison
LLP (Nominated Adviser) / Carolyn Sansom
+44 (0) 20 7383 5100
Cenkos Securities Stephen Keys / Callum Davidson / Michael Johnson
plc (Joint Broker) +44 (0) 207 397 8900
Mirabaud Securities Peter Krens / Edward Haig-Thomas
Limited (Joint Broker)
+44 (0) 20 3167 7222
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
About Duke Royalty
Headquartered in Guernsey, Duke Royalty Limited provides
alternative financing solutions to a diversified range of
businesses in Europe and abroad. Duke Royalty's experienced team
and exclusive partnership provide financing solutions to private
companies that are in need of capital but whose owners wish to
maintain equity control of their business. Duke Royalty's royalty
investments are intended to provide robust, stable, long term
returns to its shareholders.
Duke Royalty is listed on the AIM market under the ticker DUKE.
For more information, visit www.dukeroyalty.com.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
Admission the admission of the New Shares
to trading on AIM
AIM AIM, the market of that name
operated by the London Stock
Exchange
AIM Rules the AIM Rules for Companies
published by the London Stock
Exchange from time to time
(including, without limitation,
any guidance notes or statements
of practice) and those other
rules of the London Stock
Exchange which govern the
admission of securities to
trading on, and the regulation
of AIM
Announcement this announcement including
the Appendix
Articles the articles of incorporation
of the Company in force at
the date of this Announcement
Board or the Directors the board of Directors of
the Company
Cenkos Securities Cenkos Securities plc, Joint
or Cenkos Broker to the Company
certified or in in relation to a share or
certificated form other security, a share or
other security that is not
in uncertificated form, that
is not in CREST
Circular the circular in relation to
the Fundraising and the Extraordinary
General meeting to be despatched
to Shareholders
Closing Price the closing middle market
price of an Ordinary Share
as derived from the AIM Appendix
to the Daily Official List
on the date of this Announcement;
Company Duke Royalty Limited
CREST the relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
is the Authorised Operator
(as defined by the above mentioned
regulations) in accordance
with which securities may
be held and transferred in
uncertificated form
CREST Regulations the Uncertified Securities
(Guernsey) Regulations 2009,
as amended
Euroclear Euroclear UK & Ireland Limited,
the operator of CREST
Existing Ordinary the 45,377,459 Ordinary Shares
Shares in issue as at the date of
this Announcement being the
entire issued share capital
of the Company prior to the
Fundraising
Extraordinary General the extraordinary general
Meeting meeting of the Company to
be convened for 10a.m. on
21 December 2017 or any adjournment
thereof in order to consider,
and if thought fit pass, the
Resolution
FCA the Financial Conduct Authority
of the UK
FSMA the Financial Services and
Markets Act 2000 (as amended)
Fundraising together, the Placing and
Subscription
Grant Thornton Grant Thornton UK LLP, the
nominated adviser to the Company
Issue Price 40 pence per New Share
Joint Brokers Cenkos Securities plc and
Mirabaud Securities Limited
London Stock Exchange London Stock Exchange plc
Mirabaud Securities Mirabaud Securities Limited,
or Mirabaud Joint Broker to the Company
New Shares new Ordinary Shares to be
issued pursuant to the Fundraising
Ordinary Shares ordinary shares of no par
value in the capital of the
Company having the rights
and being subject to the restrictions
contained in the Articles
Placees any person who has agreed
to subscribe for Placing Shares
Placing the placing by Cenkos and
Mirabaud, as agents of and
on behalf of the Company,
of Placing Shares at the Issue
Price on the terms and subject
to the conditions in the Placing
Agreement
Placing Agreement the conditional agreement
to be dated 4 December 2017
between the Company, Cenkos
and Mirabaud
Placing Shares the New Shares to be issued
subject to the Placing
Resolution the extraordinary resolution
to be proposed at the Extraordinary
General Meeting which will
be set out in the Circular
Securities Act the United States Securities
Act of 1933, as amended
Shareholders registered holders of Ordinary
Shares
Subscription the direct subscription by
certain investors for New
Shares at the Issue Price
pursuant to separate subscription
agreements between the Company
and each such investor
Subscription Shares the New Shares to be issued
subject to the Subscription
UK or United Kingdom the United Kingdom of Great
Britain and Northern Ireland
UKLA the UK Listing Authority,
being the FCA acting as the
competent authority for the
purposes of Part VI of the
FSMA
uncertificated or a share recorded on the register
in uncertificated of members of the Company
form as being held in uncertificated
form in CREST and title to
which, by virtue of the CREST
Regulations, may be transferred
by means of CREST
US or United States the United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia
A reference to GBP is to pounds sterling, being the lawful
currency of the UK.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions"). The New Shares have not been and will not be
registered under the United States 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, resold or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act
except pursuant to an exemption from or in a transaction not
subject to the registration requirements of the Securities Act. No
public offering of the New Shares is being made in the United
States. The New Shares are being offered and sold outside the
United States in "offshore transactions", as defined in, and in
compliance with, Regulation S under the Securities Act. Persons
receiving this Announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Fundraising. This
Announcement does not constitute or form part of an offer to sell
or issue or a solicitation of an offer to buy, subscribe for or
otherwise acquire any securities in any jurisdiction including,
without limitation, the Restricted Jurisdictions or any other
jurisdiction in which such offer or solicitation would be unlawful.
This Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or the Joint Brokers or
any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the New
Shares or possession or distribution of this Announcement or any
other publicity material relating to such New Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended (the
"Prospectus Directive"), (B) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc." in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Fundraising relate is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Fundraising set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus
Directive) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Cenkos Securities and Mirabaud Securities, which are authorised
and regulated in the United Kingdom by the FCA, are acting for the
Company and for no one else in connection with the Fundraising and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Cenkos Securities
and Mirabaud Securities or for providing advice in relation to the
Fundraising, or any other matters referred to in this
Announcement.
Grant Thornton, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Fundraising and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Grant Thornton or for providing advice in
relation to the Fundraising, 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 or on behalf of the Company, Grant
Thornton, Cenkos Securities or Mirabaud Securities or by their
affiliates or their respective agents, directors, officers and
employees 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.
The New Shares to be issued pursuant to the Fundraising will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Fundraising. By participating in the Fundraising,
each person who is invited to and who chooses to participate in the
Fundraising by making or accepting an oral and legally binding
offer to acquire Fundraising Shares will be deemed to have read and
understood this Announcement in its entirety and to be making such
offer on the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Fundraising and no public offering of New Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX - TERMS AND CONDITIONS OF THE PLACING
For invited placees only-Important Information
The information contained in this Announcement, including this
Appendix, is restricted and is not for publication, release or
distribution in or into the United States, any province of Canada,
Australia, Japan or the Republic of South Africa.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects in relation to any acquisition of
Placing Shares.
Duke Royalty Limited
Proposed Placing of New Ordinary Shares at the Issue Price of 40
pence per Placing Share
The terms and conditions set out in this Appendix (the "Terms
and Conditions") do not constitute an offer or invitation to
acquire, underwrite or dispose of, or any solicitation of any offer
or invitation to acquire, underwrite or dispose of, any Ordinary
Shares or other securities of the Company to any person in any
jurisdiction to whom it is unlawful to make such offer, invitation
or solicitation in such jurisdiction. Persons who seek to
participate in the Placing must inform themselves about and observe
any such restrictions and must be persons who are able to lawfully
receive this document in their jurisdiction (all such persons being
"Relevant Persons"). In particular, neither this Announcement, nor
these Terms and Conditions constitute an offer or invitation (or a
solicitation of any offer or invitation) to acquire, underwrite or
dispose of or otherwise deal in any Ordinary Shares or other
securities of the Company in the United States, Canada, Australia,
Japan or the Republic of South Africa, or in any other jurisdiction
in which any such offer, invitation or solicitation is or would be
unlawful.
Members of the public are not eligible to take part in the
Placing. Prospective investors must inform themselves as to: (a)
the legal requirements within their own countries for the purchase,
holding, transfer, redemption or other disposal of the Ordinary
Shares; (b) any foreign exchange restrictions applicable to the
purchase, holding, transfer, redemption or other disposal of the
Ordinary Shares which they might encounter; and (c) the income and
other tax consequences which may apply in their own countries as a
result of the purchase, holding, transfer, redemption or other
disposal of the Ordinary Shares. In the UK, the Placing and these
Terms and Conditions are directed only at persons whose ordinary
activities involve them acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their
businesses and who have professional experience in matters relating
to investments falling within the definition of 'investment
professionals' in Article 19 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO")
or are high net worth body corporates, unincorporated associations
or partnerships or trustees of high value trusts as described in
Article 49 of the FPO or to whom they may otherwise lawfully be
communicated. This announcement (including these Terms and
Conditions) does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, Ordinary
Shares in any jurisdiction where such offer or solicitation is
unlawful or would impose any unfulfilled registration,
qualification, publication or approval requirements on the Company
or the Joint Brokers. The offer and sale of the New Shares has not
been and will not be registered under the applicable securities
laws of Canada, Australia, Japan or the Republic of South Africa.
Subject to certain exemptions, the New Shares may not be offered to
or sold within Canada, Australia, Japan or the Republic of South
Africa or to any national, resident or citizen of Canada,
Australia, Japan or the Republic of South Africa.
The New Shares have not been, and will not be, registered under
the US Securities Act, or the securities laws of any other
jurisdiction of the United States. The New Shares may not be
offered or sold, directly or indirectly, in or into the United
States (except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the US Securities
Act). No public offering of the New Shares is being made in the
United States. The New Shares are being offered and sold only
outside the United States in "offshore transactions" within the
meaning of, and in reliance on, Regulation S. The New Shares have
not been approved or disapproved by the United States Securities
and Exchange Commission, any state securities commission in the
United States or any other regulatory authority in the United
States, nor have any of the foregoing authorities passed on or
endorsed the merits of the Placing or the accuracy or adequacy of
the information contained in this announcement (including these
Terms and Conditions). Any representation to the contrary is a
criminal offence in the United States.
In relation to each member state of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant
Member State"), no New Shares have been offered, or will be
offered, pursuant to the Placing to the public in that Relevant
Member State prior to the publication of a prospectus in relation
to the Ordinary Shares which has been approved by the competent
authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that offers of New Shares to the
public may be made at any time under the following exemptions under
the Prospectus Directive, if they are implemented in that Relevant
Member State:
A. to any legal entity which is a "qualified investor" (as
defined in the Prospectus Directive);
B. to fewer than 150, or, if the Relevant Member State has not
implemented the relevant provision of the Prospectus Directive, 100
natural or legal persons (other than "qualified investors") in such
Relevant Member State; or
C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of New Shares shall result in a
requirement for the publication of a prospectus pursuant to Article
3 of the Prospectus Directive or any measure implementing the
Prospectus Directive in a Relevant Member State and each person who
initially acquires any New Shares or to whom any offer is made
under the Placing will be deemed to have represented, acknowledged
and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. For the purposes of
this provision, the expression "an offer to the public" in relation
to any offer of New Shares in any Relevant Member State means a
communication in any form and by any means presenting sufficient
information on the terms of the offer and any New Shares to be
offered so as to enable an investor to decide to purchase or
subscribe for the New Shares, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State and the expression the
"Prospectus Directive" means Directive 2003/71/EC (as amended), to
the extent implemented in the Relevant Member State and includes
any relevant implementing measure in each Relevant Member
State.
These Terms and Conditions apply to persons who are invited to
and who choose to purchase Placing Shares in the Placing (each a
"Placee" and the expressions "you" and "your" refer to a Placee).
Each Placee hereby agrees with the Joint Brokers to be legally and
irrevocably bound by these Terms and Conditions which are the Terms
and Conditions on which the Placing Shares will be acquired in the
Placing.
The Terms and Conditions must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which the Terms and Conditions set out herein relates
is available only to Relevant Persons and will be engaged in only
with Relevant Persons.
Acceptance of any offer incorporating the Terms and Conditions
(whether orally or in writing or evidenced by way of a contract
note) constitutes a binding irrevocable commitment by a Placee,
subject to the Terms and Conditions set out below, to subscribe and
pay for the relevant number of Placing Shares (the "Placing
Participation"). Such commitment is not capable of termination or
rescission by the Placee in any circumstances except fraud. All
such obligations are entered into by the Placee with Cenkos or
Mirabaud respectively in their capacity as agent for the Company
and are therefore directly enforceable by the Company.
Terms of the Placing
Application will be made to the London Stock Exchange for the
admission of the New Shares to be issued pursuant to the Placing to
trading on AIM. Except as otherwise set forth herein, it is
anticipated that dealings in the New Shares will commence on AIM at
8:00a.m. on 22 December 2017 for normal account settlement and that
Admission will become effective on that date. The New Shares will
not be admitted to trading on any stock exchange other than AIM.
Each Placee will be deemed to have read these Terms and Conditions
in their entirety. The Joint Brokers are acting for the Company
only and no one else in connection with the Placing and will not
regard any other person (whether or not a recipient of these Terms
and Conditions) as a client in relation to the Placing and to the
fullest extent permitted by law and applicable FCA rules, neither
Cenkos or Mirabaud nor any of their affiliates will have any
liability to Placees or to any person other than the Company in
respect of the Placing.
The New Shares will rank equally in all respects with the
Existing Ordinary Shares of the Company on Admission, including the
right to receive dividends or other distributions declared on or
after Admission, if any.
Conditions
Each Placing Participation is in all respects conditional
upon:
(i) the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms;
(ii) the passing of the Resolution at the Extraordinary General
Meeting or any adjournment thereof; and
(iii) Admission having become effective,
in each case by 22 December 2017 or such later time and/or date
as the Company and the Joint Brokers agree, but in any event being
no later than 5 January 2018.
Pursuant to the Placing Agreement, the Joint Brokers have
agreed, on behalf of and as agents for the Company, to use their
reasonable endeavours to procure subscribers or purchasers for the
Placing Shares at the Issue Price, subject to these Terms and
Conditions.
The Placing Agreement contains certain warranties and
indemnities from the Company for the benefit of the Joint Brokers.
The Joint Brokers may, in their absolute discretion, terminate the
Placing Agreement if prior to Admission, inter alia, a force
majeure event occurs, there is a material breach of any of the
undertakings or any fact or circumstance arises which causes a
warranty to become materially untrue or inaccurate in any respect.
The exercise by the Joint Brokers of any right of termination or
any right of waiver exercisable by the Joint Brokers contained in
the Placing Agreement or under the Terms and Conditions set out
herein is within the absolute discretion of the Joint Brokers and
the Joint Brokers will not have any liability to any Placee
whatsoever in connection with any decision to exercise, or not
exercise, any such rights.
If (i) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived) or (ii) the Placing
Agreement is terminated or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
not proceed and all funds delivered by you to the Joint Brokers
will be returned to you at your risk without interest, and your
rights and obligations hereunder shall cease and determine at such
time and no claim shall be made by you in respect thereof.
Neither the Company nor the Joint Brokers owes any fiduciary
duty to any Placee in respect of the representations, warranties,
undertakings or indemnities in the Placing Agreement.
Settlement
The Company has applied for the Ordinary Shares to be held in
CREST and settlement of the New Shares will take place in
CREST.
Placing Shares will be delivered direct into your CREST account,
provided payment has been made in terms satisfactory to Cenkos or
Mirabaud and the details provided by you have provided sufficient
information to allow the CREST system to match to the CREST account
specified. Placing Shares comprised in your Placing Participation
are expected to be delivered to the CREST account which you specify
by telephone to your usual sales contact at Cenkos or Mirabaud.
If you do not provide any CREST details or if you provide
insufficient CREST details to match within the CREST system to your
details, Cenkos or Mirabaud may at their discretion deliver your
Placing Participation in certificated form provided payment has
been made in terms satisfactory to Cenkos or Mirabaud and all
conditions in relation to the Placing have been satisfied or
waived.
Subject to the conditions set out above, payment in respect of
your Placing Participation is due as set out below. You should
provide your settlement details in order to enable instructions to
he successfully matched in CREST. The relevant settlement details
are as follows:
CREST participant ID of Cenkos. Pershing 601
. . . . . . . . . . . . . .
. .
CREST participant ID of Mirabaud.
. . . . . . . . . . . . . .
. . 834
Expected Trade date:. . . . 20 December 2017
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
.
Settlement date:. . . . . . 22 December 2017
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
. . .
ISIN code for the Placing Shares: GG00BYZSSY63
. . . . . . . . . . . . . .
. . . . . . . . .
Deadline for you to input instructions 12.00p.m.(UK time)
into CREST:. . . . . . . . on 21 December
. . 2017
In the event that the Placing Agreement does not become
unconditional in all respects or is terminated, the Placing will
not proceed. Once the Placing Shares are allotted and issued, such
Placing Shares will be admitted to CREST with effect from
Admission. It is expected that dealings on AIM in the Placing
Shares will commence at 8:00a.m. on 22 December 2017.
Further Terms, Confirmations and Warranties
In accepting the Placing Participation, you make the following
confirmations, acknowledgements, warranties and/or undertakings to
the Joint Brokers and the Company and their respective directors/
agents and advisers:
1. You represent and warrant that you have read these Terms and
Conditions in its entirety and acknowledge that your participation
in the Placing will be governed by the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings of these Terms and Conditions.
2. You acknowledge and agree that your acceptance of your
Placing Participation on the terms of these Terms and Conditions is
legally binding, irrevocable and is not capable of termination or
rescission by you in any circumstances (save for Admission not
having occurred by 5 January 2018).
3. You acknowledge and agree that no offering document or
prospectus has been or will be prepared in connection with the
Placing and you have not received and will not receive a prospectus
or other offering document in connection with the bookbuild, the
Placing or the Placing Shares.
4. You acknowledge and agree that the Ordinary Shares are
admitted to trading on AIM, and that the Company is therefore
required to publish certain business and financial information in
accordance with the AIM Rules and that it is able to obtain or
access such information, or comparable information concerning any
other publicly traded company, in each case without undue
difficulty.
5. You confirm, represent and warrant that none of the Joint
Brokers nor the Company nor any of their respective affiliates,
agents, directors, officers, consultants or employees nor any
person acting on behalf of any of them has provided, and none of
them will provide, you with any material or information regarding
the Placing Shares or the Company or any other person other than
this Announcement, including this Appendix, nor have you requested
any of the Joint Brokers, the Company, nor any of their respective
affiliates or any person acting on behalf of any of them to provide
you with any such material or information.
6. You acknowledge and agree that the content of this
Announcement is exclusively the responsibility of the Company and
that none of the Joint Brokers nor any of their respective
affiliates, agents, directors, officers, consultants or employees
nor any person acting on their behalf has or shall have any
liability, in contract, tort or otherwise for any information,
representation or statement contained in this Announcement, any
misstatements in or omission from any publicly available
information relating to the Company, or any information previously
or subsequently published by or on behalf of the Company,
including, without limitation, any information required to be
published by the Company pursuant to applicable laws (the "Exchange
Information") 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 any information
published prior to or on the date of this Announcement by or on
behalf of the Company or otherwise. You further represent, warrant
and agree that the only information on which you are entitled to
rely and on which you have relied in committing to subscribe for
the Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a RIS, such information being all that you deem necessary to make
an investment decision in respect of the Placing Shares and that
you have neither received nor relied on any other information given
or representations, warranties or statements made by the Joint
Brokers or the Company and none of the Joint Brokers or the Company
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. You further acknowledge and
agree that you have relied on your own investigation of
the business, financial or other position of the Company in
deciding to participate in the Placing. None of the Joint Brokers,
the Company nor any of their respective affiliates has made any
representations to you, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof. Nothing
in this paragraph or otherwise in this Announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person.
7. You confirm, represent and warrant that you are sufficiently
knowledgeable to understand and be aware of the risks associated
with, and other characteristics of, the Placing Shares and, among
others, of the fact that you may not be able to resell the Placing
Shares except in accordance with certain limited exemptions under
applicable securities legislation and regulatory instruments.
8. You confirm, represent and warrant, if a body corporate, that
you are a valid and subsisting body corporate and have all the
necessary corporate capacity and authority to execute your
obligations in connection with your Placing Participation.
9. You agree that the exercise by the Joint Brokers of any right
of termination or any right of waiver exercisable by the Joint
Brokers contained in the Placing Agreement or the exercise of any
discretion thereunder is within the absolute discretion of the
Joint Brokers and the Joint Brokers will not have any liability to
you whatsoever in connection with any decision to exercise or not
exercise any such rights. You acknowledge that if (i) any of the
conditions in the Placing Agreement are not satisfied (or, where
relevant, waived) or (ii) the Placing Agreement is terminated or
(iii) the Placing Agreement does not otherwise become unconditional
in all respects, the Placing will lapse and your rights and
obligations hereunder shall cease and determine at such time and no
claim shall be made by you in respect thereof.
10. You acknowledge and agree that the Joint Brokers are not
acting for, and that you do not expect the Joint Brokers to have
any duties or responsibilities towards, you for providing
protections afforded to their reputation customers or clients under
the Financial Conduct Authority Conduct of Business Source Book or
advising you with regard to your Placing Participation and that you
are not, and will not be, a customer or client of either of the
Joint Brokers as defined by the Financial Conduct Authority Conduct
of Business Source Book. Likewise, the Joint Brokers will not treat
any payment by you pursuant to these Terms and Conditions as client
money governed by the Financial Conduct Authority Conduct of
Business Source Book.
11. You confirm, represent and warrant that you may lawfully
acquire the Placing Shares comprising your Placing Participation
and that you have complied with and will comply with all applicable
provisions of FSMA with respect to anything done by you in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom.
12. You acknowledge and agree that your agreement with the Joint
Brokers to acquire Placing Shares, whether by telephone or
otherwise is a legally binding contract and the Terms and
Conditions of your Placing Participation and any non-contractual
obligation therefrom will be governed by and construed in
accordance with, the laws of England and Wales to the exclusive
jurisdiction of whose courts you irrevocably agree to submit.
13. You acknowledge and agree that time shall be of the essence
as regards obligations pursuant to these Terms and Conditions.
14. You acknowledge and agree that it is the responsibility of
any person outside of the United Kingdom wishing to subscribe for
or purchase Placing Shares to satisfy himself that, in doing so, he
complies with the laws of any relevant territory in connection with
such subscription or purchase and that he obtains any requisite
governmental or other consents and observes any other applicable
formalities.
15. You acknowledge and agree that the Placing Shares have not
been and will not be registered under the laws, or with any
securities regulatory authority, of the United States, any province
of Canada, Australia, Japan or the Republic of South Africa and,
subject to limited exceptions, the Placing Shares may not be
offered, sold, transferred or delivered, directly or indirectly
into the United States, any province of Canada, Japan, Australia or
the Republic of South Africa or their respective territories and
possessions.
16. You warrant that you have complied with all relevant laws of
all relevant territories, obtained all requisite governmental or
other consents which may be required in connection with your
Placing Participation, complied with all requisite formalities and
that you have not taken any action or omitted to take any action
which will or may result in the Joint Brokers, the Company, or any
of their respective directors, officers, agents, employees,
affiliates or advisers acting in breach of the legal or regulatory
requirements of any territory in connection with the Placing or
your application.
17. You warrant that your acquisition of Placing Shares does not
trigger, in the jurisdiction in which you are resident or located:
(i) any obligation to prepare or file a prospectus or similar
document or any other report with respect to such purchase; (ii)
any disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of the Company.
18. You confirm that you are acting as principal only in respect
of the Placing or, if you are acting for any other person: (i) you
are duly authorised to do so and have full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; (ii) you exercise sole investment discretion as
to each such person's account; (iii) you are and will remain liable
to the Joint Brokers and the Company for the performance of all
your obligations as a Placee in respect of the Placing (regardless
of the fact that you are acting for another person); (iv) you are
both an "authorised person" for the purposes of the Financial
Services and Markets Act 2000 ("FSMA") and a Qualified Investor as
defined in the Prospectus Directive acting as agent for such
person, and (iv) such person is either (1) a "qualified investor"
as referred to at section 86(7) of FSMA or (2) a "client" (as
defined in section 86(2) of FSMA) of yours that has engaged you to
act as such client's agent on terms which enable you to make
decisions concerning the Placing or any other offers of
transferable securities on such client's behalf without reference
to such client.
19. You warrant that you have not offered or sold and, prior to
the expiry of a period of six months from Admission, will not offer
or sell any Placing Shares to persons in the United Kingdom, except
to Qualified Investors 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.
20. You warrant that if a financial intermediary, as that term
is used in Article 3(2) of the Prospectus Directive, that the
Placing Shares subscribed for by you in the Placing will not be
subscribed for 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 other than qualified investors, or in
circumstances in which the prior consent of the Joint Brokers and
the Company has been given to the proposed offer or resale.
21. You warrant that you have only communicated or caused to be
communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person.
22. You warrant that if in a member state of the EEA, unless
otherwise specifically agreed with the Joint Brokers and the
Company in writing, that you are a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive.
23. You warrant that if in the United Kingdom, that you are 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. You acknowledge and agree that no action has been or will be
taken by the Joint Brokers or the Company or any person acting on
behalf of the Joint Brokers or the Company 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. You warrant that in accepting your Placing Participation you
are not applying for registration as, or as a nominee or agent for,
a person who is or may be a person mentioned in sections 67 to 72
inclusive and sections 93 to 97 inclusive of the Finance Act
1986.
26. You confirm that you have complied with your obligations
under the Criminal Justice Act 1993, the Market Abuse Regulation
(Regulation (EU) No. 596/2014), and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and Section 6.3 of the Systems and
Controls (SYSC) section of the FCA Handbook and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by you to verify the identity of the third
party as required by the Regulations.
27. You acknowledge and agree that your agreement with the Joint
Brokers to acquire Placing Shares shall be enforceable under the
Contracts (Rights of Third Parties) Act 1999 by any of the Company
or any affiliate of the Joint Brokers.
28. You acknowledge that these terms and conditions and any
agreements entered into by you pursuant to these terms and
conditions, and any non-contractual obligations arising out of or
in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and you
submit (on behalf of yourself and on behalf of any person on whose
behalf you are acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any
such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Joint
Brokers or the Company 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.
29. You acknowledge and agree that the Placing Shares have not
been and will not be registered under the Securities Act or with
any securities regulatory authority of any state or other
jurisdiction of the United States, and are being offered and sold
only outside the United States in "offshore transactions" (as
defined in Regulation S under the Securities Act). Accordingly, the
Placing Shares may not be offered, sold, transferred or delivered
directly or indirectly in or into the United States, except
pursuant to an effective registration statement under the US
Securities Act or an exemption from the registration requirements
of the Securities Act, and, in connection with any such transfer,
the Company will have the right to obtain, as a condition to
transfer, a legal opinion of counsel, in form and by counsel
reasonably satisfactory to the Company, that no such Securities Act
registration is or will be required along with appropriate
certifications by the transferee as to appropriate matters. No
representation has been made as to the availability of any
exemption under the Securities Act for the reoffer, resale,
transfer or delivery of the Placing Shares.
30. You represent and warrant that you have not distributed,
forwarded, transferred or otherwise transmitted any presentation or
offering materials concerning the Placing Shares within the United
States, nor will you do any of the foregoing.
31. You agree, represent and warrant as follows:
31.1 you are, acquiring the Placing Shares in an "offshore
transaction" (as defined in Regulation S);
31.2 you will not offer or sell the Placing Shares in the United
States absent registration or an exemption from registration under
the Securities Act; and
31.3 you are not acquiring the Placing Shares as a result of any
form of directed selling efforts (as defined in Rule 902 under the
Securities Act).
32. In making an investment decision with respect to the Placing
Shares, for yourself and on behalf of any person for whose account
you are acquiring the Placing Shares, you represent and warrant
that you have:
32.1 not relied on any express or implied representation,
warranty or statement made by the Company or the Joint Brokers or
any of their respective directors, employees, advisers, agents or
affiliates;
32.2 the ability to bear the economic risk of your investment in
the Placing Shares and have no need for liquidity with respect to
your investment in the Placing Shares;
32.3 such knowledge and experience in financial and business
matters that you are capable of evaluating the merits, risks and
suitability of investing in the Placing Shares, and are able to
sustain a complete loss of any investment in the Placing
Shares;
32.4 had access to such financial and other information
concerning the Company and the Placing Shares as you deem necessary
in connection with your decision to purchase the Placing Shares;
and
32.5 investigated independently and made your own assessment and
satisfied yourself concerning the relevant tax, legal, currency and
other economic considerations relevant to your investment in the
Placing Shares, including any federal, state and local tax
consequences, affecting you in connection with your purchase and
any subsequent disposal of the Placing Shares.
33. You acknowledge that the Company and its financial
instruments are subject to the provisions of the MAR and that you
will observe the provisions of MAR in relation to the Company's
financial instruments, including in relation to the control of any
inside information.
34. You undertake to (and to cause any person acting on your
behalf to) make payment for the Placing Shares allocated to you in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Joint Brokers may in its sole
discretion determine and without liability to you.
35. You confirm that your commitment to subscribe for Placing
Shares on the terms set out in this Appendix and in the contract
note will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Placing.
You acknowledge that the Company, the Joint Brokers, any
transfer agent, any distributors or dealers and their respective
affiliates and others will rely on the truth and accuracy of the
foregoing warranties, acknowledgements, representations,
undertakings and agreements, and you agree to indemnify and hold
harmless the Company, the Joint Brokers and any of their respective
officers, directors, agents, employees or advisers (the
"Indemnified Persons") from and against any and all costs, claims
losses, damages, liabilities or expenses, including legal fees and
expenses (including any VAT thereon), which an Indemnified Person
may incur by reason of, or in connection with, any representation,
warranty, acknowledgement, agreement or undertaking made herein not
having been true when made, any breach thereof or any
misrepresentation. You acknowledge and that the rights and remedies
of the Company and the Joint Brokers under these Terms and
Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial
exercise of one right or remedy will not prevent the exercise of
the other rights and/or remedies.
You further agree that these Terms and Conditions shall survive
after completion of the Placing and Admission.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCTIBFTMBIMBIR
(END) Dow Jones Newswires
December 04, 2017 11:48 ET (16:48 GMT)
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