TIDMFLX
RNS Number : 3484A
Falanx Group Limited
28 September 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
28 September 2020
FALANX GROUP LIMITED
("Falanx", the "Group" or the "Company")
Proposed equity fundraise to raise a minimum of GBP1.25
million
and
appointment of sole Broker
Highlights
-- Falanx (LON: FLX) announces its intention to carry-out a
non-pre-emptive fundraise (the "Fundraise") from new and existing
shareholders through the issue and allotment of a minimum of
125,000,000 Ordinary Shares (the "New Ordinary Shares") to raise
minimum gross proceeds for the Company of GBP1.25 million at a
price of 1 pence per New Ordinary Share (the "Issue Price").
-- The Placing Shares are being offered by way of an accelerated
bookbuild process (the "Bookbuild"), which will be launched
immediately following this announcement. Stifel Nicolaus Europe
Limited ("Stifel") will be acting as sole broker and bookrunner.
The Placing is subject to the terms and conditions set out in the
Appendix to this announcement (which forms part of this
announcement, such announcement and its Appendix together being
this "Announcement").
-- The net proceeds of the Fundraise will be used for:
o general working capital purposes;
o strengthening the balance sheet in light of the more uncertain
macroeconomic environment; and
o the expansion of Triarii, the Company's cybersecurity platform
which was launched in July 2020.
-- The Company forecasts that the net proceeds of the Fundraise
will provide sufficient working capital to the Company in the
current macroeconomic environment for at least the next 12
months.
Expected timetable
Announcement of the Fundraise 28 September 2020
Announcement of closing of the by 18:00 pm on 28 September
Fundraise 2020
Application for Admission of 28 September 2020
the New Ordinary Shares
Admission of the New Ordinary by 8:00 am on 1 October 2020
Shares to trading on AIM
The Company announces the appointment of Stifel as sole Broker
to the Company. Stifel continues as Nominated Adviser to the
Company.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Ian Selby, CFO.
Enquiries
Falanx Group Limited Via IFC
Mike Read - CEO
Ian Selby - CFO
Stifel Nicolaus Europe Limited, Nomad + 44 (0) 207 710 7600
and Joint Broker SNELProjectGoalkeeper@stifel.com
Alex Price / Fred Walsh / Luisa Orsini
Baroni
IFC Advisory Ltd, Financial PR & IR
Graham Herring / Zach Cohen +44 (0) 203 934 663
About Falanx
Falanx Group Limited, is a global intelligence and cyber defence
provider working with blue chip and government clients. For more
information: http://www.falanx.com/
Background to and reasons for the Fundraise
In August 2020 Falanx announced the launch of its significantly
enhanced Managed Detection and Response ("MDR") platform, Triarii.
Triarii combines best of breed and enterprise-class external
components and delivers superior capabilities greatly enhancing the
Group's MDR service at a competitive price point. This supports the
Group's strategy of offering 'enterprise-class security solutions
to all businesses, whatever the size' by offering "Detection in
Depth"
Following extensive internal and customer trials, Triarii is now
either deployed or being deployed with a total of four
organisation, including both direct customers and Managed Service
Providers ("MSP").
Following successful trials, the Group's largest partners are
showing significant interest in Triarii with a view of deploying it
into their customer bases, providing a robust pipeline of
opportunities for the service. Part of the proceeds of the
fundraise will be used to support the launch of Triarii and its
deployment by the Group's partners into their customer bases. The
Group's pipeline includes the previously announced SolarWinds
channel, which has accepted the Triarii service for use within its
community. Furthermore, important sales have recently been won
including a strategic new reseller and public sector customer as
announced on 17 August 2020, and followed by a strategically
important MSP in the United States after an accelerated sales cycle
in close conjunction with Solar Winds MSP, as announced on 18
September 2020 . The Group has been invited to join their
Technology Alliance Program, which makes third party solutions
available to all of its MSP partners and this significantly
increases the market for further sales of Triarii .
The net proceeds of the Fundraise will also be used to
strengthen the Group's balance sheet and for general working
capital purposes.
Current trading, outlook, working capital and notice of
results
The Group's anticipated revenue for the year ended 31 March 2020
on a divisional basis is set out in the following table:
Division Revenue Revenue Percentage Employees
2020 GBP'm 2019 GBP'm change (GBP)
(unaudited) (actual)
Cyber 3.71 3.57 4% 40
------------- ------------ -------------- ----------
Assynt 2.14 1.64 30% 30
------------- ------------ -------------- ----------
Total 5.85 5.21 12% 70
------------- ------------ -------------- ----------
The Group expects to report an EBITDA loss (unaudited) in the
region of GBP1.55 million (2019: GBP1.25 million) in respect for
the year ended 31 March 2020.
In the second half of the year ended 31 March 2020, gross
margins improved to 43% from 32% in the first six months of the
year. This was achieved through a combination of organisational
change, contract expansion, changed service mix, revised licensing
arrangements, and much improved professional services utilisation
in the Cyber division.
On 5 August 2020 the Group announced trading for the first
quarter to 30 June 2020. Q1 2020 revenue had increased by 5% year
on year (unaudited), with the overall EBITDA loss being reduced by
60 % vs the prior period (unaudited).
At 30 June 2020 cash balances stood at GBP0.75m (unaudited)
following favourable working capital movements and customer
payments. Debtors and creditors (including HMRC) are within agreed
terms, and banking facilities of up to an additional GBP0.5m
remaining unused.
Year-to-date to 31 July 2020 the Company generated revenues of
GBP1.67 million and EBITDA loss of GBP0.32 million as set out in
the following table:
Division Revenue Adj EBITDA
31 July 2020 31 July 2020 (YTD)
(YTD) GBP'm GBP'm
(unaudited) (unaudited)
Cyber 0.95 (0.14)
-------------- --------------------
Assynt 0.72 0.05
-------------- --------------------
Corporate (0.23)
-------------- --------------------
Total 1.67 (0.32)
-------------- --------------------
The Company's forecasts show that the minimum net proceeds of
the Fundraise will provide working capital to the Company for at
least 12 months following the date of Admission
The Group anticipates announcing its final results for the year
ended 31 March 2020 before the end of October 2020. The audit for
the year ended 31 March 2020 is well underway and no major issues
have been identified, but certain COVID delays around final checks,
mean that the Group now expects to report its results before 31
October 2020 in accordance with the Inside AIM guidance published
on 26 March 2020.
Details of the Placing
Stifel is acting as sole broker and bookrunner in connection
with the Placing. The Placing is not being underwritten.
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement.
The Bookbuild will commence immediately following the release of
this Announcement in respect of the Placing. The price at which the
Placing Shares are to be placed is the Issue Price.
The Issue Price of 1 pence per New Ordinary Share equates to
approximately 15 per cent. discount to the mid-market closing price
of an existing ordinary share on 28 September 2020, the last
practicable date prior to the date of this Announcement.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations are at the absolute discretion of Stifel and the
Company. Details of the number of Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with each other and with the
existing ordinary shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
An application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM
("Admission"). Settlement for the New Ordinary Shares and Admission
are expected to take place on or before 8.00 a.m. on 1 October
2020.
The Fundraise is conditional, amongst other things, upon:
(a) the placing agreement between the Company and Stifel (the
"Placing Agreement") becoming or declared unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission; and
(b) Admission becoming effective no later than 8.00 a.m. on 1
October 2020 or such later time/and/or date (being no later than
8.00a.m. on 16 October 2020) as Stifel and the Company may
agree.
If any of the Conditions are not satisfied, the New Ordinary
Shares will not be issued and all monies received from Placees and
Subscribers (at their risk and without interest) will be returned
to them as soon as possible. The Placing Agreement contains
warranties from the Company in favour of Stifel in relation to
(amongst other things) the Company and its business. In addition,
the Company has agreed to indemnify Stifel and its affiliated
entities persons, and agents in relation to certain liabilities
they may incur in undertaking the Fundraise. Stifel has the right
to terminate the Placing Agreement in certain limited circumstances
prior to Admission; in particular, Stifel may terminate in the
event that there has been a breach of any of the warranties (which
Stifel considers to be material in the context of the Placing
and/or Admission) or a Material Adverse Change (as defined in the
Placing Agreement).
VCT Scheme
The Company believes that a portion of the Placing is expected
to be eligible for taxation relief under the Venture Capital Trust
scheme under the provisions of Part 6 of the Income Tax Act 2007
(the "VCT Scheme"). The Company has not applied for advance
assurance from HM Revenue & Customs in relation to the
eligibility of the Placing Shares under the VCT Scheme. Whilst, the
Company currently expects to satisfy the relevant conditions under
the VCT Scheme, and the Directors are not aware of any subsequent
change in the qualifying conditions or the Company's circumstances
that would prevent the Placing Shares from being eligible for
taxation relief under the VCT Scheme on this occasion, neither the
Directors nor the Company give any assurance that taxation relief
under the VCT Scheme will be available in respect of any investment
in the Placing Shares pursuant to this Announcement, nor that the
Company will conduct its activities in a way that qualifies for or
preserves its VCT qualifying status under the VCT Scheme.
Directors' intended participation in the Fundraise
The Company is currently in a closed period under MAR pending
announcement of its annual results to 31 March 2020. In consequence
of that, whilst certain members of the Board are keen to
participate in the Fundraise, they are not currently permitted to
under the MAR framework. However, the Board recognises the
importance of Director participation for Shareholders and, as such,
certain members of the Board intend to subscribe for the
Subscription Shares at the first available opportunity following
the publication of the annual results to 31 March 2020. The
Subscription is expected to total GBP75,000 in respect of 7,500,000
New Ordinary Shares and will be carried out at the Issue Price on
identical terms as those of the Placing.
Lock-in agreements
The Directors have undertaken to the Company and Stifel that
they shall not (subject to certain customary carve-outs) during the
period from the date of Admission up to and including the date
falling six months after Admission (the "Restricted Period"),
transfer sell or otherwise dispose of the legal or beneficial
ownership of, or any other interest in, the shares held by them or
their associates as at Admission or acquired during the Restricted
Period.
Effect of the Placing
Upon completion of the Placing, the Placing Shares and
Subscription Shares (assuming the directors subscribe for all of
the Subscription Shares) are expected to represent approximately 24
per cent. of the Enlarged Share Capital.
Risks and uncertainties
A description of the principal risks and uncertainties
associated with the Group's business and how they are being managed
is included in the Group's Annual Report and Accounts for the year
ended 31 March 2019 (page 16). The Board considers that these
principal risks and uncertainties are those applicable to the Group
at the current time.
IMPORTANT NOTICES
Stifel is acting as nominated adviser, broker and bookrunner to
the Fundraise, as agent for and on behalf of the Company. Stifel is
regulated in the United Kingdom by the FCA and are acting
exclusively for the Company and no one else in connection with the
matter referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to the customers of Stifel for providing advice in
relation to the matters described in this Announcement or any
matter, transaction or arrangement referred to in it. The
responsibilities of Stifel, as nominated adviser under the AIM
Rules for Nominated Advisers, are owed solely to London Stock
Exchange and are not owed to the Company or any director of the
Company or to any other person in respect of their decision to
subscribe for or purchase the New Ordinary Shares.
Forward--looking statements
Some of the statements in this announcement include forward
looking statements which re ect the Directors' current views with
respect to nancial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the Group's products and services).
These statements include forward looking statements both with
respect to the Group and with respect to the sectors and industries
in which the Group operates. Statements which include the words
"expects", "intends", "plans", believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" and similar statements are of a forward looking
nature.
By their nature, forward--looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore
are based on current beliefs and expectations about future events.
Forward--looking statements are not guarantees of future
performance and the Group's actual operating results and nancial
condition, and the development of the industry in which it operates
may di er materially from those made in or suggested by the
forward--looking statements contained in this announcement. In
addition, even if the Group's operating results, nancial condition
and liquidity, and the development of the industry in which the
Group operates are consistent with the forward looking statements
contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
Accordingly, prospective investors should not rely on these
forward--looking statements.
These forward looking statements speak only as of the date of
this announcement. The Company undertakes no obligation to publicly
update or review any forward looking statement, whether as a result
of new information, future developments or otherwise, unless
required to do so by applicable law or the AIM Rules for Companies.
All subsequent written and oral forward looking statements
attributable to the Group or individuals acting on behalf of the
Group are expressly quali ed in their entirety by this paragraph.
Prospective investors should speci cally consider the factors
identi ed in this announcement which could cause actual results to
di er from those indicated or suggested by the forward looking
statements in this announcement before making an investment
decision.
Important information
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian, South African,
New Zealand or Japanese securities laws or the securities laws of
any other jurisdiction (other than the United Kingdom). The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions. This announcement does not constitute or form
part of any o er or invitation to sell or issue, or any
solicitation of any o er to purchase or subscribe for securities in
the United States, Australia, Canada, the Republic of South Africa,
New Zealand, Japan or in any jurisdiction to whom or in which such
o er or solicitation is unlawful.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 (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
FMSA does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the European Economic Area
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 "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (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) persons
to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons"). This
Announcement and the Appendix must not be acted on or relied on by
persons who are not Relevant Persons.
The securities to which this announcement relates have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any regulatory authority or
under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be o ered or sold
within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
compliance with applicable state laws. There will be no public o er
of the securities in the United States. The securities have not
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed
offering of the securities, or the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence
in the United States. There will be no public offer of securities
in the United States. Hedging transactions in securities may not be
conducted unless in compliance with the Securities Act.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, the Republic
of South Africa, New Zealand or Japan and, subject to certain
exceptions, may not be o ered or sold within Australia, Canada, the
Republic of South Africa, New Zealand or Japan or to any national,
resident or citizen of Australia, Canada, the Republic of South
Africa, New Zealand or Japan.
No representation or warranty, express or implied, is made by
the Company or Stifel as to any of the contents of this
announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, the Directors or any other person, in connection with
the Placing, the Subscription and Admission, and nothing in this
announcement shall be relied upon as a promise or representation in
this respect, whether as to the past or the future (without
limiting the statutory rights of any person to whom this
announcement is issued). Stifel does not accept any liability
whatsoever for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information from this announcement for which the Company and the
Directors are solely responsible.
Definitions
The following words and expressions shall have the following
meanings in this Announcement, unless the context otherwise
requires:
"AIM" means AIM, the market operated by the London
Stock Exchange
"Admission" the admission of the Placing Shares and/or Subscription
Shares (as applicable) (as represented by Depositary
Interests) to trading on AIM and such admission
becoming effective in accordance with the AIM
Rules for Companies
----------------------------------------------------------
"AIM Rules for means the AIM Rules for Companies, published
Companies" by London Stock Exchange from time to time (including,
without limitation, any guidance notes or statements
of practice) which govern the rules and responsibilities
of companies whose shares are admitted to trading
on AIM
----------------------------------------------------------
"Announcement" means this announcement, together with its appendices
and all information contain within them
----------------------------------------------------------
"Articles" means the articles of association of the
Company
----------------------------------------------------------
"certificated means recorded on the relevant register of the
form" or "in certificated share or security concerned as being held in
form" certificated form (that is not in CREST)
----------------------------------------------------------
"Company" means Falanx Group Limited, a company registered
in the British Virgin Islands with registration
number 1730012
----------------------------------------------------------
"Conditions" means the conditions set out in clause 8 of
the Placing Agreement
----------------------------------------------------------
"CREST" means the computer based system and procedures
which enable title to securities to be evidenced
and transferred without a written instrument,
administered by Euroclear UK & Ireland Limited
as the operator (as defined in the CREST Regulations)
----------------------------------------------------------
"CREST Regulations" means the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)
----------------------------------------------------------
"Existing Ordinary means the 400,401,185 existing Ordinary Shares
Shares" of the Company in issue at the date of this
announcement, all of which are admitted to trading
on AIM
----------------------------------------------------------
"Depositary Interests" dematerialised depositary interests representing
underlying Ordinary Shares that can be settled
electronically through and held in CREST
----------------------------------------------------------
"Directors" means the directors of the Company as at the
date of this Announcement
----------------------------------------------------------
"FCA" means the Financial Conduct Authority
----------------------------------------------------------
"FSMA" means the Financial Services and Markets Act
2000 (as amended)
----------------------------------------------------------
"Fundraise" means the Placing and the Subscription
----------------------------------------------------------
"Group" means the Company and its subsidiary undertakings
----------------------------------------------------------
"Issue Price" means 1 pence per New Ordinary Share
----------------------------------------------------------
"London Stock means London Stock Exchange plc
Exchange" or "LSE"
----------------------------------------------------------
"MAR" means Regulation (EU) No. 596/2014 on market
abuse and applicable implementing legislation
----------------------------------------------------------
"New Ordinary means together, the Placing Shares and the Subscription
Shares" Shares (if any)
----------------------------------------------------------
"Nominated Adviser" means Stifel, being the nominated adviser to
the Company
----------------------------------------------------------
"Ordinary Shares" means the ordinary shares of no par value in
the share capital of the Company
----------------------------------------------------------
"Placees" means those persons who are invited by Stifel
on behalf of the Company to and who choose to
participate in the Placing (and any person acting
on such person's behalf) 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
----------------------------------------------------------
"Placing" means the conditional placing of the Placing
Shares with the Placees pursuant to the provisions
of the Placing Agreement
----------------------------------------------------------
"Placing Agreement" means the conditional agreement entered into
between the Company and Stifel in respect of
the Placing
----------------------------------------------------------
"Placing Shares" means the New Ordinary Shares in the capital
of the Company to be issued pursuant to the
provisions of the Placing Agreement
----------------------------------------------------------
"Relevant Jurisdiction" means the United Kingdom, or any other applicable
jurisdiction the laws or regulations of which
apply to a member of the Group or the Group's
assets
----------------------------------------------------------
"Regulatory Information means a regulated information service that is
Service" on the list of regulatory information services
maintained by the FCA from time to time (or,
if such a service is not operational at the
relevant time, the Company Announcements Office
of London Stock Exchange)
----------------------------------------------------------
"Stifel" means Stifel Nicolaus Europe Limited, a company
incorporated in England and Wales with registration
number 03719559, as sole bookrunner to the Company
for the purposes of the Placing
----------------------------------------------------------
"Subscribers" means certain Directors of the Company
----------------------------------------------------------
"Subscription" means the intended subscription for Subscription
Shares by Subscribers at the Issue Price
----------------------------------------------------------
"Subscription means any individual subscription letters entered
Letters" into between the Company and certain Directors
of the Company, pursuant to which those Directors
may agree to subscribe for Subscription Shares
----------------------------------------------------------
"Subscription means the New Ordinary Shares (if any) to be
Shares" issued to the Subscribers pursuant to the terms
of the Subscription Letters
----------------------------------------------------------
"Transaction" means the Placing, the Subscription, and Admission
----------------------------------------------------------
Appendix
Terms and Conditions of the Placing
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX (TOGETHER THIS "ANNOUNCEMENT") ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
OF 14 JUNE 2017, AS AMED FROM TIME TO TIME) (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"), (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 AMED (THE
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE, TO PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A
"RELEVANT PERSON").
NO OTHER PERSON SHOULD ACT 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
YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN
THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY US REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE
MERITS OF ANY PROPOSED OFFERING OF THE PLACING SHARES, OR THE
ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. HEDGING TRANSACTIONS IN THE PLACING SHARES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.
THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "INVESTMENT COMPANY
ACT") AND, AS SUCH, INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS
OF THE INVESTMENT COMPANY ACT. NO OFFER, PURCHASE, SALE OR TRANSFER
OF THE PLACING SHARES MAY BE MADE EXCEPT UNDER CIRCUMSTANCES WHICH
WILL NOT RESULT IN THE COMPANY BEING REQUIRED TO REGISTER AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO ISSUE OR SELL, OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION. NO PUBLIC OFFER OF SECURITIES OF THE COMPANY IS BEING
MADE IN THE UNITED KINGDOM, THE UNITED STATES OR ELSEWHERE.
THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE,
OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR
TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR
REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION
OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE
NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE
BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA
IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT
BEEN, NOR WILL THEY BE REGISTERED UNDER OR OFFERED IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER
THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION OUTSIDE THE EEA.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING
SHARES.
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this Announcement.
The Placees will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. if it is in a member state of the EEA or in the United
Kingdom and/or if it is a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that 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 any member
state of the EEA or the United Kingdom in circumstances which may
give rise to an offer of securities to the public, other than an
offer or resale in a member state of the EEA or the United Kingdom
which has implemented the Prospectus Regulation or to Qualified
Investors (as defined above), or in circumstances in which the
prior consent of Stifel has been given to each such proposed offer
or resale;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. 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;
5. it acknowledges 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 may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
6. (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are purchasing the
Placing Shares in an "offshore transaction" as defined in
Regulation S under the Securities Act; (ii) it is aware of the
restrictions on the offer and sale of the Placing Shares pursuant
to Regulation S; and (iii) the Placing Shares have not been offered
to it by means of any "directed selling efforts" as defined in
Regulation S; and
7. the Company and Stifel will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
Stifel makes no representation to any Placees regarding an
investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into the Placing Agreement with
Stifel (the Company's Nominated Adviser and bookrunner in
connection with the Placing) under which, subject to the conditions
set out therein, Stifel have agreed, as agent for and on behalf of
the Company, to use its reasonable endeavours to procure Placees
for the Placing Shares at the Issue Price.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares in the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Applications will be made to London Stock Exchange for admission
of the Placing Shares and Subscription Shares (if any) (as
represented by Depositary Interests) to trading on AIM in
accordance with the AIM Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on or around 1 October 2020 and that dealings in the New Ordinary
Shares will commence at that time, and in any event no later than
16 October 2020.
Bookbuild
Stifel will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Stifel and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Stifel is arranging the Placing as bookrunner and agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Stifel. Stifel's agents and their respective affiliates are each
entitled to enter bids in the Bookbuild as principal.
3. The final number of Placing Shares will be agreed between
Stifel and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild (the
"Pricing Announcement").
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Stifel.
Each bid should state the aggregate number of Placing Shares which
the prospective Placee wishes to acquire at the Issue Price or the
total monetary amount which it wishes to commit to acquire the
Placing Shares at the Issue Price. Bids may be scaled down by
Stifel on the basis referred to in paragraph 9 below. Stifel are
arranging the Placing as agent of the Company.
5. The Bookbuild will open with immediate effect following
release of this Announcement and close as soon as reasonably
practicable thereafter. Stifel may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of Stifel) to reduce
or seek to increase the amount to be raised pursuant to the
Placing.
6. Each prospective Placee's allocation will be determined by
Stifel in their sole discretion and will be confirmed orally by
Stifel as agent of the Company following the close of the
Bookbuild. That oral confirmation will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) to acquire the number of Placing Shares allocated
to it at the Issue Price on the terms and conditions set out in
this Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its
entirety.
7. Each prospective Placee's allocation and commitment will be
evidenced by a contract note and/or electronic trade confirmation
issued to such Placee by Stifel. The terms of this Appendix will be
deemed incorporated by reference therein.
8. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Stifel, to pay as
principal to Stifel (or as it may direct) in cleared funds
immediately on the settlement date an amount equal to the product
of the Issue Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
9. Subject to paragraphs 4 and 5 above, Stifel reserve the right
not to accept bids or may choose to accept bids, either in whole or
in part, on the basis of allocations determined in agreement with
the Company and may scale down any bids for this purpose on such
basis as they may determine. Stifel may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with the consent of Stifel, will not be capable of
variation or revocation after the time at which it is
submitted.
11. Except as required by law or regulation, no press release or
other announcement will be made by Stifel 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.
12. 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".
13. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) 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".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither Stifel nor
any of its affiliates, agents, directors, officers or employees
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither
Stifel nor any of its respective affiliates, agents, directors,
officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of
Stifel's conduct of the Bookbuild or of such alternative method of
effecting the Placing as Stifel and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Stifel's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London time) on
1 October 2020 (or such later time and/or date, not being later
than 8.00 a.m. (London time) on 16 October 2020, as Stifel may
otherwise agree with the Company); and
3. the Company having complied with all of its obligations under
the Placing Agreement which fall to be performed or satisfied on or
prior to Admission.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by Stifel) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as Stifel
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed 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 the Placee in respect
thereof. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Lock-up
The Company has undertaken to Stifel that it will not without
the prior written consent of Stifel, before the date which falls
120 days after Admission directly or indirectly, offer, issue,
lend, sell or contract to sell, issue options in respect of or
otherwise dispose of or announce an offer or issue of any Ordinary
Shares (or any interest therein or in respect thereof) or any other
securities exchangeable for or convertible into, or substantially
similar to, Ordinary Shares or enter into any transaction with the
same economic effect as, or agree to do, any of the foregoing
(whether or not legally or contractually obliged to do so), save in
respect of:
1. Placing Shares issued by the Company pursuant to the
Placing;
2. the Subscription Shares (if any) to be issued by the Company
in connection with the Subscription Agreements;
3. the granting or exercise of options or other rights related
to Ordinary Shares pursuant to the Company's share incentive
scheme; and
4. Ordinary Shares issued pursuant to the exercise of the
options and warrants in issue at today's date.
By participating in the Placing, Placees agree that the exercise
by Stifel of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
lock-up under the Placing Agreement shall be within the discretion
of Stifeland that it need not make any reference to, or consult
with, any Placee and that it shall have no liability to Placees
whatsoever in connection with any such exercise of the power to
grant consent or failure to exercise such power.
Right to terminate under the Placing Agreement
At any time before Admission, Stifel is entitled to terminate
the Placing Agreement in the following circumstances, amongst
others:
(i) if any of the Company's warranties or representations are
not or cease to be true and accurate in any respect; or
(ii) if it comes to the notice of Stifel that any statement
contained in the Placing Agreement was untrue, incorrect or
misleading at the date of the Placing Agreement in any respect
which Stifel considers to be material in the context of the Placing
and/or Admission; or
(iii) if there has occurred (a) a general moratorium on
commercial banking activities in London or New York declared by the
relevant authorities or a material disruption in commercial banking
or securities settlement or clearance services in the United
Kingdom or the United States, (b) there has occurred, in the sole
judgement of Stifel, any outbreak of hostilities or escalation
thereof or act or incidence of terrorism or other calamity or
crisis, a significant worsening of the situation relating to the
COVID-19 coronavirus disease, national or international emergency
or war, or any change (or development involving a prospective
change) in national or international monetary, political, financial
or economic conditions or currency exchange rates or foreign
exchange controls; (c) trading in any securities of the Company or
trading generally on any stock exchange or in any over the counter
market is disrupted, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any
exchange or by any governmental authority, or a material disruption
has occurred in commercial banking or securities settlement or
clearance services in the British Virgin Islands, United States,
Asia or in Europe, in the sole judgement Stifel (acting
reasonably); or (d) there has occurred an adverse change (or
prospective adverse change) in the United Kingdom regarding
taxation affecting the Ordinary Shares or Depositary Interests or
in each case the transfer thereof, and, which would (either
singularly or together with any other event referred to in
paragraph (iii) in the sole judgement of Stifel, be likely to
prejudice the success of the Placing, dealings in the Ordinary
Shares in the secondary market or which makes it, in the sole
judgement of Stifel, impractical to proceed with the Placing and/or
to market the Placing Shares on the terms and in the manner set out
in the Placing Agreement.
Upon such notice of termination being given, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Stifel of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of
Stifel, and that it need not make any reference to Placees and that
Stifel shall have no liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No prospectus or admission document
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA or
the LSE in relation to the Placing and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement released by the Company today and any
information publicly announced to a Regulatory Information Service
by or on behalf of the Company on or prior to the date of this
Announcement, and subject to any further terms set forth in the
contract note or electronic confirmation to be provided to
individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on
behalf of the Company, Stifel or any other person and none of
Stifel nor the Company nor any of their respective affiliates 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
Company in accepting a participation in the Placing. Each Placee
should not consider any information in this Announcement to be
legal, tax or business advice. Each Placee should consult its own
legal adviser, tax adviser and/or business adviser for legal, tax
and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the depositary interests
representing the Placing Shares (ISIN: GB00B5SGVL29) following
Admission will take place within the CREST system, subject to
certain exceptions. The Company and Stifel reserve the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees by such other means that they deem
necessary, including in certificated form, if in Stifel's
reasonable opinion 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.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note or electronic confirmation in accordance with the
standing arrangements in place with Stifel stating the number of
Placing Shares to be allocated to it at the Issue Price, the
aggregate amount owed by such Placee to Stifel or it's sub-agent
and settlement instructions. Each Placee will be deemed to agree
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with
Stifel.
The Company will deliver the Placing Shares to a CREST account
operated by Stifel or its sub-agent, in each case, as agent for and
on behalf of the Company and will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 1 October 2020 on a
trade date + 2 business day basis in accordance with the
instructions set out in the contract note or electronic
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Stifel.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Stifel may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the account and benefit of Stifel, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Stifel all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which Stifel lawfully takes on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation (as applicable) 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 other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue 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 Stifel nor the Company shall
be responsible for the payment thereof. Placees (or any nominee or
other agent acting on behalf of a Placee) will not be entitled to
receive any fee or commission in connection with the Placing.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in the Placing, the
Company and Stifel may agree that the Placing Shares should be
issued in certificated form. Stifel reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Representations and warranties
By participating in the Placing, each prospective Placee (and
any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with Stifel (in its capacity as the nominated
adviser, bookrunner and agent of the Company), in each case as a
fundamental term of its application for Placing Shares that:
1. it has read and understood this Announcement in its entirety
and that its participation in the Bookbuild and the Placing and its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein;
2. it has made its investment decision based solely upon its own
judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Stifel or any
other person other than as set out in this Announcement
3. no offering document or prospectus or admission document has
been prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
4. if it has received any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market
soundings regime provided for in article 11 of MAR and associated
delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
5. it has the power and authority to carry on the activities in
which it is engaged, to acquire Placing Shares and to execute and
deliver all documents necessary for such acquisition;
6. neither Stifel nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and none of them will
provide it, with any material regarding the Placing Shares or the
Company other than information included in this Announcement
(including this Appendix), nor has it requested any of Stifel, the
Company, or any of their respective affiliates or any person acting
on behalf of any of them to provide it with any such
information;
7. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's ordinary shares (as
represented by depositary interests) are listed on AIM and the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
the LSE and relevant regulatory authorities (the "Exchange
Information"), which includes a description of the nature of the
Company's business, most recent balance sheet and profit and loss
account, and similar statements for preceding years, and it has
reviewed such Exchange Information as it has deemed necessary or
that it is able to obtain or access the Exchange Information
without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the
Company, the Placing and the Placing Shares, as well as the
opportunity to ask questions) concerning the Company, the Placing
and the Placing Shares as it has deemed necessary in connection
with its own investment decision to acquire any of the Placing
Shares and has satisfied itself that the
information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing;
8. (i) neither the Company, Stifel, nor any of its respective
affiliates has made any representations to it, express or implied,
with respect to the Company, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not
hold Stifel nor any of its respective affiliates responsible for
any misstatements in or omissions from any Publicly Available
Information or any Exchange Information. Nothing in this paragraph
or otherwise in this Announcement (including this Appendix)
excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that none of
Stifel nor any of its respective affiliates, agents, directors,
officers or employees nor any person acting on its behalf has or
shall have any liability for any information, representation or
statement contained in this Announcement (including this Appendix)
or any information previously published by or on behalf of the
Company and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement (including this Appendix)
and any Publicly Available Information including (without
limitation) the Exchange Information, such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor relied
on any other information given, investigation made or
representations, warranties or statements made by any of Stifel or
the Company nor any of their respective affiliates, agents,
directors, officers or employees nor any person acting on its or
their behalf and none of Stifel nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
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;
10. it may not rely, and has not relied, on any investigation
that Stifel, any of its affiliates or any person acting on its
behalf, may or may not have conducted with respect to the Placing
Shares or the Company, and none of such persons has may any
representation, express or implied, with respect to the Company or
the Placing Shares;
11. it has conducted its own investigation with respect to the
Company and the Placing Shares, received and reviewed all
information that it believes is necessary or appropriate in
connection with its purchase of Placing Shares and made its own
assessment and has satisfied itself concerning the relevant tax,
legal, regulatory, currency and other economic considerations
relevant to its investment in the Placing Shares;
12. in making any decision to acquire the Placing Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of taking up the Placing Shares. It further confirms that it 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 participating in, and is able to sustain
a complete loss in connection with, the Placing and has no
immediate need for liquidity with respect to its investment in the
Placing Shares. It further confirms that it relied on its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved, and not upon any view expressed or
information provided by or on behalf of Stifel;
13. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not, be a resident of any
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares, and it and each account it represents
is (a) outside the United States and will be outside the United
States at the time that any buy order for Placing Shares is
originated by it and (b) acquiring the Placing Shares in an
"offshore transaction" within the meaning of Regulation S under the
Securities Act ("Regulation S") and (c) not acquiring any of the
Placing Shares as a result of any form of "directed selling
efforts" within the meaning of Regulation S; (ii) it is not
acquiring the Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly
of any such Placing Shares into the United States, Australia,
Canada, Japan or the Republic of South Africa; and (iii) that the
Placing Shares have not been and will not be registered under the
securities legislation of the United States, Australia, Canada,
Japan or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, acquired, renounced,
distributed or delivered or transferred, directly or indirectly,
within or into those jurisdictions;
14. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States; (ii) the Placing Shares are being offered and sold only in
"offshore transactions" within the meaning of and pursuant to
Regulation S under the Securities Act; and (iii) no representation
has been made as to the availability of any exemption under the
Securities Act or any relevant state or other jurisdiction's
securities laws for the reoffer, resale, pledge or transfer of the
Placing Shares;
15. it will not distribute, forward, transfer or otherwise
transmit this document or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
16. the Placing Shares are expected to be issued to it through CREST;
17. where it is acquiring the Placing Shares for one or more
managed account, that it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
18. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
19. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services); it has complied with
its obligations under the Criminal Justice Act 1993, section 118 of
FSMA, 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
Regulations 2007 (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the
Regulations;
20. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in a member state of the EEA other than to
Qualified Investors, or in circumstances in which the prior consent
of Stifel has been given to the proposed offer or resale;
21. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
22. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
23. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
24. if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Regulation;
25. if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to
(D) ("High Net Worth Companies, Unincorporated Associations, etc")
of the Order, or (iii) to whom this Announcement may otherwise be
lawfully communicated;
26. that no action has been or will be taken by any of the
Company, Stifel or any person acting on behalf of the Company or
Stifel 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;
27. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
Stifel for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person). Each Placee agrees that the provisions of this
paragraph 24 shall survive the resale of the Placing Shares by or
on behalf of any person for whom it is acting;
28. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory, (iii) it has not taken any action which will or may
result in the Company, Stifel, any of their affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing, (iv) that the acquisition of the Placing Shares by it or
any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise, and (v) it
has all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement
(including this Appendix)) and will honour such obligations;
29. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix) on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as Stifel
may in its discretion determine and it will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the Issue Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty for
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
30. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that Stifel may call upon it to acquire a
lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
31. neither Stifel nor any of its respective affiliates, agents,
directors, officers or employees, nor any person acting on behalf
of it, is making any recommendations to it or advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and participation in the Placing is on the basis
that it is not and will not be a client of Stifel and Stifel has no
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
respective rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
32. 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 Stifel 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.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify on an
after-tax basis and hold harmless the Company, Stifel and each of
their respective affiliates, agents, directors, officers and
employees in respect of the same on the basis that the Placing
Shares will be allotted to the CREST stock account of Stifel who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
33. it indemnifies and holds harmless the Company, Stifel and
their respective affiliates, agents, directors, officers and
employees from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
34. in connection with the Placing, Stifel and any of its
affiliates acting as an investor for its own account may acquire
Placing Shares in the Company and in that capacity may acquire,
retain, purchase or sell for its own account such ordinary shares
in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Stifel
does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
35. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may 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's or Stifel's conduct of the
Placing;
36. neither the Company nor Stifel owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
37. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's or
Stifel's conduct of the Placing;
38. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including 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 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, 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 Stifel 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; and
39. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and Stifel (for their own benefit
and, where relevant, the benefit of their respective affiliates and
any person acting on their behalf) and are irrevocable. The
Company, Stifel and their respective affiliates, agents, directors,
officers and employees and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations,
warranties and agreements and it agrees that if any of the
acknowledgements, representations, warranties and agreements made
in connection with its acquiring of Placing Shares is no longer
accurate, it shall promptly notify the Company and Stifel. It
irrevocably authorises Stifel and the Company 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 out
herein.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or 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 is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, 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 Stifel will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, Stifel and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings.
Neither the Company nor Stifel are liable to bear any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company,
Stifel and their respective affiliates, agents, directors, officers
and employees from any and all interest, fines or penalties in
relation to any such duties or taxes to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Stifel accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Stifel and/or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Stifel, any money held in an account with Stifel on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Stifel's money in accordance with the
client money rules and will be used by Stifel in the course of its
own business; and the Placee will rank only as a general creditor
of the Stifel.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Stifel and the Company under the
Announcement and the Terms and Conditions contained in this
Appendix 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 will not prevent the exercise of others.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to Stifel the jurisdiction in which
the funds are managed or owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. Stifel shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
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END
IOEEVLFLBKLZBBZ
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