THIS
ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
IN IT, 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
(INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA ("SOUTH AFRICA"), JAPAN
OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE
MARKET ABUSE REGULATION (REGULATION (EU) NO 596/2014), AS IT FORMS
PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT
2020.
THIS
ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
For immediate release
12 February 2024
Good Energy Group PLC
Acquisition of JPS Renewable Energy Ltd
and its wholly owned subsidiary, Trust Solar Wholesale
Limited
and
Vendor Placing to raise
£2.1 million
Good Energy Group PLC ("Good Energy" or the "Company") (AIM:
GOOD), the 100 per cent.
renewable electricity and energy services provider, has
announced that it has entered into a conditional binding agreement
to acquire the entire issued share capital of JPS Renewable Energy
Ltd ("JPS"), a
specialist solar and storage installation and distribution
business, and its wholly owned subsidiary, Trust Solar Wholesale
Limited ("Trust"),
a standalone distribution and procurement business
based in Maidstone, Kent (together "JPS Group" or the "Acquisition"). The Acquisition is on a
debt-free, cash-free, basis for an initial consideration of £7.0
million (the "Initial
Consideration") with further deferred consideration of up to
£6.75 million, payable in cash over a two-year period (the
"Deferred Consideration"),
subject to certain performance conditions. Together, the total
maximum consideration is £13.75 million (the "Total Consideration").
The Initial Consideration will be satisfied by a
payment of £3.7 million in cash on completion and through the
allotment of 1,322,000 new ordinary shares of 5 pence each in the
Company (the "Consideration
Shares"). A proportion of the Consideration Shares have been
placed on behalf of JPS Group's selling shareholders (the
"Vendors") via a vendor
placing of 842,000 Consideration Shares (the "Placing Shares") at a price of 250
pence per Placing Share (the "Placing Price") raising proceeds of
approximately £2.1 million for the Vendors (the "Vendor Placing").
The Placing Price represents a discount of 9.4
per cent. to the mid-market closing price of 276 pence on 9
February 2024, being the latest practicable date prior to the date
of this announcement. The remaining 480,000 Consideration Shares
(the "Vendors' Consideration
Shares") will be retained by the Vendors and will be subject
to a twelve-month lock-up period and orderly marketing
arrangements. Vendors' Consideration Shares represent
approximately 2.8 per cent. of the Company's enlarged share capital
on Admission.
Acquisition highlights
· Good
Energy has agreed to acquire JPS
Group for an Initial Consideration of £7.0
million, on a debt-free, cash-free basis
· Further Deferred
Consideration of up to £6.75 million payable in cash over a
two-year period subject to the achievement of certain performance
conditions.
· Based in
Maidstone, Kent, JPS Group was founded in 2011 and comprises of a
leading solar and storage installer and its wholly owned subsidiary
Trust a standalone distribution and procurement business whose
customers include JPS.
· For the financial
year ended 30 April 2023, JPS Group reported revenue of £12.2
million and profit before tax of £0.6 million.
· For the financial
year ending 30 April 2024, the JPS Group is on track to deliver
revenue of £19.6 million and profit before tax of £1.3
million.
· The Acquisition
strengthens Good Energy's service offering and accelerates the
Company's energy services growth strategy in targeting higher
margin, growth markets with lower working capital requirements.
Good Energy is targeting an equal weighting of energy services and
energy supply earnings by 2025.
· The Acquisition
is expected to be earnings accretive in the current year ending 31
December 2024.
· JPS's highly
experienced management team has committed to remain with the
business.
Vendor Placing
highlights
· Vendor Placing to
raise approximately £2.1 million for the Vendors at the Placing
Price. Placing Shares will represent 5.0 per cent. of the Company's
enlarged share capital on Admission.
· Vendor Placing
allows the Company to preserve existing cash resources for working
capital requirements and retains flexibility to continue to pursue
both organic and inorganic growth opportunities.
· The Vendor
Placing will be effected pursuant to the Company's existing
shareholder authorities and is not conditional upon Shareholder
approval.
· Investec Bank plc
("Investec") is acting as
Nominated Adviser, Joint Bookrunner and Joint Broker alongside
Canaccord Genuity Limited ("Canaccord") as Joint Bookrunner and
Joint Broker in connection with the Placing (together the
"Joint
Bookrunners").
Outlook
· Good Energy has
continued to trade in line with the Board's expectations following
its last update to the market in November 2023.
Nigel Pocklington, Chief Executive
Officer of Good Energy Group PLC
"The acquisition of the JPS
Group is an exciting next step in Good Energy's growth strategy and
further solidifies our position as the UK's go-to solar
specialist.
"Solar is experiencing a boom in
the UK and its role in decarbonising our energy system is
absolutely crucial. Installations are back at the
peak we saw during the introduction of the Feed-in-Tariff
- another period in which Good Energy was a key player,
leading to our position as the largest voluntary administrator of
the scheme today with over 180,000 solar generator
customers.
"The solar installation market
was worth £1.9 billion in 2023 with installations growing 38 per
cent. on already strong growth in 2022. This is pronounced in the
South East, which is the region with the fastest rate of domestic
installations in the country.
"The JPS Group has
carved a
position as a leading installer across the
region, serving as the solar specialist in the South East of the UK
for larger homes and properties with more complex requirements. It is
growing at a significant rate to help supply a specific market that
is demanding premium clean energy products and services, which Good
Energy is well positioned to provide as a premium, trusted and
truly green energy supplier.
"Having integrated our previous
acquisitions we are already marketing solar, storage and heat pumps
alongside supply as everything you need for a greener home or
business. Integrating JPS Group
under the Good Energy brand will help
to grow and consolidate Good Energy's
market share,
affirm us as solar and storage experts, while also providing the
opportunity for Good Energy to introduce its wider product suite to
a new customer base."
For further information, please
contact:
Good Energy
Group PLC
|
Email: press@goodenergy.co.uk
|
Nigel Pocklington, Chief
Executive
Charlie Parry, Director of Corporate
Strategy & Investor Relations
Ian McKee, Head of
Communications
|
|
Investec Bank plc (Nominated Adviser, Joint Bookrunner and
Joint Broker)
|
|
Henry Reast / James Rudd / Maria
Gomez de Olea
|
Tel: +44 (0) 20 7597 5970
|
Canaccord Genuity Limited (Joint Bookrunner and Joint
Broker)
|
|
Henry Fitzgerald - O'Connor / Harry
Rees
|
Tel: +44 (0) 20 7523
4617
|
SEC
Newgate UK
|
Email: GoodEnergy@secnewgate.co.uk
|
Elisabeth Cowell / Molly
Gretton
|
Tel: +44 (0)7900 248213
|
Good Energy Group PLC
Acquisition of JPS Renewable Energy Ltd
and its wholly owned subsidiary, Trust Solar Wholesale
Limited
and
Vendor Placing to raise
£2.1 million
1.
Introduction
Good Energy Group PLC ("Good Energy" or the
"Company") (AIM: GOOD), the
100 per cent. renewable electricity and energy services provider,
has announced that it has entered into a conditional binding
agreement to acquire the entire issued share capital of JPS
Renewable Energy Ltd ("JPS") , a specialist solar and storage
installation and distribution business, and its wholly owned
subsidiary, Trust Solar Wholesale Limited ("Trust"), a
standalone distribution and procurement business based
in Maidstone, Kent (together "JPS Group" or the "Acquisition"). The Acquisition is on a
debt-free, cash-free, basis for an initial consideration of £7.0
million (the "Initial
Consideration") with further deferred consideration of up to
£6.75 million, payable in cash over a two-year period (the
"Deferred Consideration"),
subject to certain performance conditions. Together, the total
maximum consideration is £13.75 million (the "Total Consideration").
The Initial Consideration will be satisfied by
payment of £3.7 million in cash on
completion and the allotment of 1,322,000 new ordinary shares of 5
pence each in the Company (the "Consideration Shares"). A proportion of
the Consideration Shares have been placed on behalf of JPS Group's
selling shareholders (the "Vendors") via a vendor placing of
842,000 Consideration Shares (the "Placing Shares") at a price of 250 per
Placing Share (the "Placing
Price") raising proceeds of approximately £2.1 million for
the Vendors (the "Vendor
Placing").
The Placing Price represents a discount of 9.4
per cent. to the mid-market closing price of 276 pence on 9
February 2024, being the latest practicable date prior to the date
of this announcement. The remaining 480,000 Consideration Shares
will be retained by the Vendors (the "Vendors' Consideration
Shares") and will be subject to a twelve-month
lock-up period and orderly marketing arrangements.
The Acquisition is expected to be earnings
accretive in the current year ending 31 December 2024.
Completion of the Acquisition is expected to occur on or
around 13 February 2024.
2. Background to and
reasons for the Acquisition
Good Energy's purpose
is to power a cleaner, greener world by making it simple to
generate, share, store, use and travel with clean power. Its
mission is to support one million homes and businesses to cut
carbon from their energy and transport use by 2025 by providing
clean energy services across electric vehicles, through the
installation of solar and storage, heat pumps and by providing 100
per cent. renewable electricity supply.
All of which are key parts of the path to
decarbonisation.
Energy is undergoing a mass transition as we
drive towards net zero, in which the way people engage with
it becomes more participatory -
generating, sharing, storing and using it differently. Low carbon,
small scale technologies including solar, storage and heat pumps
have a huge role to play in this shift, which is already underway.
The UK small scale (sub 50kW) solar installation market was worth
£1.9 billion in 2023, with installations increasing 38 per
cent. and a target CAGR of 9.9 per
cent.[1] to 2030,
representing one of the leading solutions to helping the UK achieve
its net-zero targets. The South East of the UK is a regional leader
in this space, representing 19 per cent.
UK market share and has the fastest rate of domestic
installations, with year-on-year growth of 20 per
cent.
Air source heat pump installations in the UK
grew 20 per cent. in 2023 to over 35,000,
driven partially by a 50 per cent.
increased government grant to £7,500, in line with a push
towards meeting the government's target of 600,000 installations
per year by 2028.
Over the last two years, in line with Good
Energy's growth strategy, the company has
made a number of strategic acquisitions to help achieve its
ambition to be a key driver in this transition and be the UK's
go-to company for solar services. In December 2022, the Company
acquired Igloo Works a heat pump installer, and in June 2023 it
acquired Wessex ECOEnergy, a solar
installer based in the South West of the
UK, representing a building block of our energy services strategy
and providing access to high-growth, high margin and low working
capital markets.
The Acquisition is a natural next step in
building the Company's installation footprint across the South,
propelling it to become a leading brand for solar, storage and heat
pump installation and services.
Led by a highly
experienced and professional team with over a decade of experience
as industry leaders within solar panel and battery system
installation for larger homes, JPS and its subsidiary solar
wholesale distributer company Trust, specialise
in serving larger homes and
properties with complex heating
systems across the South
East. Having achieved 424 installations in 2023
that, on average, were 40 per cent. above
the national average installation price and 24 per
cent. higher than the average domestic
installation size, the Company is growing at a significant rate to
help supply a specific target market that is demanding clean energy
products and services to power homes and businesses. With similar
target customer bases but differing regional coverage, the
acquisition fits well alongside Wessex
ECOenergy, to ensure Good Energy can provide
end-to-end service for a larger volume of demand than
many that regional and national competitors are
unable to provide.
The integration of JPS into the Good Energy
business has the potential to grow and consolidate Good
Energy's market share and provide the
opportunity for the Company to introduce its wider product suite to
a new customer base, whilst continuing to generate long-lasting
customer relationships that appreciate the benefits of the Good
Energy integrated service offering and ecosystem. The Company is
already accelerating growth in services with its prior acquisitions
by cross-selling and through streamlining integration of central
support across sales, marketing, HR, finance and legal. 14 per
cent. of Good Energy heat pump
installation customers chose Good Energy
as a supplier, 20 per cent. of solar
installations switch to Good Energy
supply and export. The business
has also introduced new solar services and tariffs to
up to 69,000 eligible existing customer meters and has
40 B2B contracts in pipeline stage for import and
micro-generation.
In 2023 the South East was the top performing
region in the UK for total number of solar sales by value,
representing 19 per cent. of the total UK market. The South West,
where Good Energy already have installation capacity, was the
second largest region by value with 14 per cent. These two regions
combined (including London) accounted for 37 per cent. of UK solar
sales by value in 2023 a market worth £1.9 billion
Good Energy plans to integrate JPS Group
following the model applied with its integration of Wessex
ECOEnergy, meaning the Company can offer premium solar
installation services across the South. It intends to harmonise
produces, services and brand within 12 months, strengthening Good
Energy's overall brand and positioning as
a premium solar specialist.
3. Information on JPS
and Trust
JPS is a domestic and commercial solar and
storage installation business which was founded in 2011 and
currently employs 58 staff as a group. Based in Maidstone, Kent, it
is predominantly focused on servicing the South East of England.
Its wholly owned subsidiary Trust is a standalone solar and storage
parts and product distribution and procurement business whose
customers include JPS.
JPS
In 2023 JPS completed 424 installations of which
95 per cent. were domestic. Of the total installations, 83 per
cent. were located in the South East, 10 per cent. in London and
the remainder being larger national commercial
installations.
JPS serves the more bespoke end of the
installation market as reflected in domestic installation pricing
and installation system size being approximately 40 per cent. and
24 per cent. above the national average respectively. This
demonstrates consumer willingness to pay for high quality service
and an ability to manage larger more complex jobs compared with
smaller installations which are lower in price and typically served
by other energy companies or those with a national subcontract
model.
JPS aligns directly to Good Energy own customer
vision, service quality and differentiation. Combined, JPS and Good
Energy can offer larger, more complex, more expensive jobs than
volume driven national installers. Offer supply, export and smart
tariffs to add to JPS's existing offering and have greater customer
reach than pure play regional installers.
For the financial year ended 30 April 2023,
JPS's solar and storage installation division reported revenue of
£9.8 million and profit before tax of £0.5 million and is currently
on track to deliver revenue of £9.7 million and profit before tax
of £1.0 million for the year ending 30 April 2024.
Trust
Trust is a wholesale business founded by the
directors of JPS which distributes solar and related products,
including battery systems, EV chargers, inverters and other
accessories nationally across the UK. The subsidiary business has
six dedicated employees (included within the 58 total) and serves
other smaller solar and storage installation business customers in
addition to providing JPS with enhanced supply chain
ownership.
For the nine months to 31 October 2023, Trust
reported revenue of £2.4 million and profit before tax of £0.1
million. Trust is on track to deliver revenue of £9.9 million and
profit before tax of £0.3 million for the year ending 30 April
2024.
The JPS Group is headquartered in Maidstone,
Kent and has 58 employees and contractors. The existing management
team have committed to remain with the business and have been
incentivised for two years post completion of the acquisition
subject to performance conditions.
4. Good Energy's
current trading
At the time of its trading update
for the 10 months to 31 October as announced on 28 November 2023,
Good Energy made the following statement:
"Following a strong first half of the year, the Company's
trading to the end of October has been ahead of expectations. If
seasonal normal weather and stable commodity market conditions
continue for the remainder of the year, Good Energy expects to
deliver earnings ahead of the Board's expectations for the full
year seeing a profit before tax of at least
£4m."
The Board of Good Energy confirms
that as at the date of this announcement the Board's expectations
for the year ended 31 December 2023 remain unchanged.
5. Terms of the
Acquisition
The Acquisition Agreement was executed on 12
February 2024.
The Acquisition Agreement is governed by English
law and is conditional only upon on Admission. The total
consideration for the transfer by the Vendors of the
JPS Group to the Company is up to £13.75
million.
The Initial Consideration is £7.0 million (on a
cash free/debt free basis subject to an adjustment for working
capital) which will be satisfied by a payment of £3.7 million in
cash and through the allotment of 1,322,000 Consideration Shares on
completion. The Initial Consideration will be adjusted to reflect
cash, debt and working capital as at completion by reference to
completion accounts to be drawn up no later than 40 business days
following completion.
A proportion of the Consideration Shares have
been placed on behalf of the Vendors via the Vendor Placing of
842,000 Placing Shares raising proceeds of approximately £2.1
million for the Vendors. The remaining 480,000 Vendors'
Consideration Shares will be retained by the Vendors and will be
subject to a twelve-month lock-up period and orderly marketing
arrangements pursuant to a separate lock-in deed entered into
between the Company and the Vendors on 12 February
2024.
Deferred Consideration
of up to a further £6.75 million is payable based on certain
financial and profit before tax milestones in respect of
JPS Group, for the financial years
ending April 2024 and 2025, and in respect of
achieving certain quality and health and safety
milestones.
The Vendors have given certain customary
business warranties (with certain warranties being subject to
materiality qualifications) and a tax covenant, and their liability
under the Acquisition Agreement is subject to limitations in time
and amount.
6. Details of the
Vendor Placing
Under the terms of a placing
agreement entered into today between the Company, Investec and
Canaccord (the "Placing
Agreement"), the Joint Bookrunners
have each agreed to use their reasonable endeavours to procure
subscribers for the Placing Shares to raise approximately £2.1
million for the Vendors. The Placing Shares will represent a
maximum of 5.0 per cent. of the Company's existing issued share
capital. The Placing Shares will, following Admission, rank
pari passu with the
existing issued ordinary shares of the Company and will have the
right to receive all dividends and other distributions declared,
made or paid in respect of the issued ordinary share capital of the
Company following Admission.
The Vendor Placing, which is subject
to the terms and conditions set out in the appendix to this
announcement, is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement becoming unconditional in all
respects by no later than 8.00 a.m. on 13 February 2024 or such later date
(being not later than 8.00 a.m. on 16 February 2024) as the
Company, Investec and Canaccord may agree. Application has been
made to the London Stock Exchange for the Placing Shares to be
admitted to trading on AIM. It is expected that Admission will
occur and that dealings will commence at 8.00 a.m. on
13 February
2024.
The allotment and issue of the
Placing Shares will not exceed the Company's existing authorities.
Therefore, no shareholder approval is required.
7. Total voting
rights
Following Admission, the Company will
have 18,216,130 Ordinary Shares in issue.
There are no Ordinary Shares held in treasury. Therefore, the
Company hereby confirms that the total number of voting rights in
the Company will, following Admission, be
18,216,130. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The Appendix to
this Announcement (which forms part of this Announcement) sets out
further information relating to the terms and conditions of the
Vendor Placing. Persons who choose to participate in the Vendor
Placing, by making an oral or written offer to subscribe for
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.
IMPORTANT NOTICES
The information contained in this Announcement
is for information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness. The information in this Announcement is
subject to change.
Neither this Announcement, nor any copy of it,
may be taken or transmitted, published or distributed, directly or
indirectly, in, or into the United States, Australia, Canada,
Japan, or South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or South Africa or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act") or
under the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with the securities laws of any state or other
jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States.
This Announcement does not constitute a
prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any
securities of the Company or any other entity and should not be
considered as a recommendation that any investor should subscribe
for, purchase, otherwise acquire, sell or otherwise dispose of any
such securities.
Recipients of this Announcement who are
considering acquiring Placing Shares are reminded that they should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this Announcement. This
Announcement does not constitute a recommendation concerning any
investor's options with respect to the Vendor Placing. The price
and value of securities can go down as well as up. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Members of the public are not eligible to take
part in the Vendor Placing. This Appendix and the terms and
conditions set out herein are for information purposes only and are
directed only at: (a) in a member state of the European Economic
Area (the "EEA"), persons
who are, unless otherwise agreed by the Joint Bookrunners,
"qualified investors" as defined in Article 2(1)(e) of the
Prospectus Regulation (EU) 2017/1129 as supplemented by Commission
Delegated Regulation (EU) 2019/980 and Commission Delegated
Regulation (EU) 2019/979 (the "EU
Prospectus Regulation") and includes any relevant
implementing measure in any member state); and (b) in the United
Kingdom, persons who are qualified investors within the meaning of
Article 2(1)(e) of the EU Prospectus Regulation as it forms part of
the domestic law of the UK by virtue of the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020(as amended) (the "UK
Prospectus Regulation") and who are: (i) "investment
professionals" within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "Order"); (ii)
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 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. Persons
into whose possession this Announcement (including the Appendix)
comes are required by the Company and the Joint Bookrunners to
inform themselves about and to observe any such
restrictions.
This Announcement is not being distributed by,
nor has it been approved for the purposes of section 21 of the
Financial Services and Markets Act 2000, as amended ("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 will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. Persons needing
advice should consult an independent financial adviser. Reliance on
this Announcement for the purpose of engaging in any investment
activity may expose an individual to a significant risk of losing
all of the property or other assets invested.
Persons (including without limitation, nominees
and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement should seek
appropriate advice before taking any action.
This Announcement has been issued by, and is the
sole responsibility of, the Company. No undertaking, representation
or warranty or other assurance, express or implied, is or will be
made or given by either of the Joint Bookrunners, or by any of
their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents as to or in relation
to, the accuracy or completeness of the information or opinions
contained in this Announcement or any other written or oral
information made available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by either of the Joint Bookrunners or any of
their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents. Save for any
responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability whether arising in tort,
contract or otherwise, is accepted by either of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates for any
errors, omissions or inaccuracies in such information or opinions
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Vendor Placing.
Investec Bank plc is authorised by the
Prudential Regulatory Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority
("FCA"). Investec Europe
Limited (trading as Investec Europe), acting as agent on behalf of
Investec Bank plc in certain jurisdictions in the EEA,
("Investec Europe" and
Investec Bank plc together, "Investec") is regulated in Ireland by
the Central Bank of Ireland. Investec is acting exclusively for the
Company and no one else in connection with the Vendor Placing, the
contents of this Announcement and other matters described in this
Announcement. Investec will not regard any other person as its
client in relation to the Vendor Placing, the contents of this
Announcement and other matters described in this Announcement and
will not be responsible to anyone (including any
placees in the Vendor Placing) other than the
Company for providing the protections afforded to its clients or
for providing advice to any other person in relation to the Vendor
Placing, the contents of this Announcement or any other matters
referred to in this Announcement.
Investec's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to London Stock Exchange plc (the "London Stock Exchange") and are not
owed to the Company or to any director of the Company or to any
other person.
Genuity Limited ("Canaccord") is authorised and regulated
by the FCA in the United Kingdom. Canaccord is acting exclusively
for the Company and no one else in connection with the Vendor
Placing, the contents of this Announcement and other matters
described in this Announcement. Canaccord will not regard any other
person as its client in relation to the Vendor Placing, the
contents of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including
any placees in the Vendor Placing ) other
than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to
the Vendor Placing, the contents of this Announcement or any other
matters referred to in this Announcement.
The distribution of this Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or
either of the Joint Bookrunners that would permit an offering of
such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, Investec and Canaccord to inform themselves about,
and to observe, such restrictions.
In connection with the Vendor Placing, each of
the Joint Bookrunners and any of their affiliates, acting as
investors for their own account, may take up a portion of the
shares in the Vendor Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for the own
accounts or otherwise deal for their own account in such shares and
other securities of the Company or related investments in
connection with the Vendor Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by, the Joint Bookrunners
and any of their affiliates acting in such capacity. In addition,
the Joint Bookrunners and any of their affiliates may enter into
financing arrangements (including swaps) with investors in
connection with which the Joint Bookrunners and any of their
respective affiliates may from time to time acquire, hold or
dispose of shares. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do
so.
No statement in this Announcement is intended to
be a profit forecast or estimate, and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
Cautionary
statements
This Announcement may contain and the Company
may make verbal statements containing "forward-looking statements"
with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic and business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. These forward looking statements reflect
the Company's judgment at the date of this Announcement and are not
intended to give any assurance as to future results and cautions
that its actual results of operations and financial condition, and
the development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement. The information
contained in this Announcement is subject to change without notice.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates, supplements or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
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.
This Announcement does not identify or suggest,
or purport to identify or suggest, the risks (direct or indirect)
that may be associated with an investment in the Placing Shares.
Any investment decisions to buy Placing Shares in the Vendor
Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners.
The Placing Shares to be issued pursuant to the
Vendor Placing will not be admitted to trading on any stock
exchange other than AIM, a market operated by the London Stock
Exchange plc.
Information to
Distributors
Solely for the purposes of the product
governance requirements of Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto the Placing Shares have been subject to a product
approval process, which has determined that they each are: (a)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (b) eligible for
distribution through all permitted distribution channels (the
"Target Market
Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Vendor Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (i) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A,
respectively, of the FCA Handbook Conduct of Business Sourcebook;
or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
APPENDIX:
TERMS AND CONDITIONS OF THE VENDOR PLACING
IMPORTANT INFORMATION ON THE VENDOR PLACING FOR INVITED
PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS
APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS
AMENDED FROM TIME TO TIME, (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) PERSONS
IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS") WITHIN THE
MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION (THE
"UK PROSPECTUS REGULATION")
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED
(THE "ORDER")(INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE
INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
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, NEW ZEALAND, 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
amended (the "US Securities
Act") or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. There will be no public offer of the Placing Shares in the
United States.
Each Placee should consult with its
own advisors as to legal, tax, business and related aspects of a
purchase of Placing Shares.
The distribution of this
Announcement and/or the Vendor Placing and/or the issue of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners or
any of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
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 or the UK
Persons (including without
limitation, nominees and trustees) who have a contractual right or
other legal obligations to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement should be read in
its entirety. In particular, you should read and understand the
information provided in the "Important Notice" section of this
Announcement.
By participating in the Vendor
Placing, each Placee will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges (amongst
other things) that:
1.
it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
2.
in the case of an Investor in the United Kingdom,
in the case of a Relevant Person in a member state of the EEA which
has implemented the Prospectus Regulation (each, a "Relevant Member State") who acquires
any Placing Shares pursuant to the Vendor Placing:
(a)
it is a Qualified Investor or UK Qualified
Investor within the meaning of the Prospectus Regulation or UK
Prospectus Regulation (as applicable); and
(b)
in the case of any Placing Shares acquired by it
as a financial intermediary, as that term is used in the Prospectus
Regulation:
(i)
the Placing Shares acquired by it in the Vendor
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners
have been given to the offer or resale;
(ii)
where Placing Shares have been acquired by it on
behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; and
(c)
in the case of any Placing Shares acquired by it
as a financial intermediary, as that term is used in the UK
Prospectus Regulation:
(i)
the Placing Shares acquired by in the Vendor
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, person in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than the UK Qualified Investors or in circumstances
in which the prior consent of the Joint Bookrunners have been given
to the offer or resale;
(ii)
where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such
persons.
3.
it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with
respect to which it 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.
(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 and pursuant to Regulation S under the US Securities Act
("Regulation S"); (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
6.
it acknowledges that the Placing Shares have not
been and will not be registered under the US Securities Act or with
any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold or
transferred, directly or indirectly, within the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States, and that there will be
no public offer of the Placing Shares in the United
States.
No
prospectus
The Placing Shares are being offered
to a limited number of specifically invited persons only and will
not be offered in such a way as to require any prospectus or other
offering document to be published. No prospectus or other offering
document has been or will be submitted to be approved by the FCA in
relation to the Vendor Placing or the Placing Shares and Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Vendor
Placing based on the information contained in this Announcement,
and any other information publicly announced through a regulatory
information service ("RIS")
by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly
Available Information") and subject to any further terms set
forth in the contract note sent to individual Placees.
Each Placee, by participating in the
Vendor 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 information (other than the
Publicly Available Information), representation, warranty or
statement made by or on behalf of the Joint Bookrunners or the
Company or any other person and none of the Joint Bookrunners, the
Company nor any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any responsibility
or liability for any Placee's decision to participate in the Vendor
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Vendor
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Each Placee
should consult its own attorney, tax advisor, and business advisor
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.
Details of the Placing Agreement and the Placing
Shares
The Joint Bookrunners are acting as
joint bookrunners in connection with the Vendor Placing and have
today entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the
Placing Agreement, the Joint Bookrunners, as agents for and on
behalf of the Company, have severally (and not jointly or jointly
and severally) agreed to use their respective reasonable endeavours
to procure placees for the Placing Shares.
The Vendor Placing is not
underwritten by the Joint Bookrunners. As the Vendor Placing is
structured as a vendor placing the Company shall have no interest
in the proceeds of the Vendor Placing which are instead to be for
the account of the Vendors under the Acquisition
Agreement.
The Placing Shares will, when
issued, be credited as fully paid up and will be issued subject to
the Company's articles of association and rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all claims, liens,
charges, encumbrances and equities.
Application for admission to trading
Application was made to the London
Stock Exchange plc (the "London
Stock Exchange") on 1 February 2024 for the admission of the
Placing Shares to trading on AIM ("Admission").
It is expected that Admission of the
Placing Shares will occur at or before 8.00 a.m. (London time)
on 13 February 2024
(or such later time and/or date as the Joint Bookrunners may agree
with the Company) and that dealings in the Placing Shares will
commence at that time.
Participation in, and principal terms of, the Vendor
Placing
1.
The Joint Bookrunners are arranging the Vendor
Placing severally, and not jointly, or jointly and severally, as
bookrunners and placing agents of the Company. Participation in the
Vendor Placing will only be available to persons who may lawfully
be, and are, invited to participate by either of the Joint
Bookrunners. Each of the Joint Bookrunners may itself agree to be a
Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.
2.
The price per Placing Share (the "Placing Price") is 250 pence. An offer
to acquire Placing Shares, which has been communicated by a
prospective Placee to the relevant Bookrunner which has not been
withdrawn or revoked prior to publication of this Announcement
shall not be capable of withdrawal or revocation immediately
following the publication of this Announcement without the consent
of the Joint Bookrunners.
3.
The Company and the Joint Bookrunners will consult
on and agree the allocation of the proposed Placees (the proposed
allocations having been supplied by the Joint Bookrunners to the
Company in advance of such consultation). Allocations are confirmed
orally or electronically by the Joint Bookrunners and a contract
note despatched as soon as possible thereafter. A Bookrunner's
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who at that point becomes a
Placee), in favour of the Joint Bookrunners and the Company, to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. Except with the relevant
Bookrunner's consent, such commitment will not be capable of
variation or revocation after the time at which it is
submitted.
4.
Each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the relevant
Bookrunner. The terms of this Appendix will be deemed incorporated
in that contract note.
5.
Irrespective of the time at which a Placee's
allocation pursuant to the Vendor Placing is confirmed, settlement
for all Placing Shares to be subscribed for pursuant to the Vendor
Placing will be required to be made at the same time, on the basis
explained below under "Registration and
Settlement".
6.
All obligations under the Vendor Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Vendor Placing" and
to the Vendor Placing not being terminated on the basis referred to
below under "Right to terminate
under the Placing Agreement".
7.
By participating in the Vendor Placing, each
Placee agrees that its rights and obligations in respect of the
Vendor Placing will terminate only in the circumstances described
below and will not be capable of rescission or termination by the
Placee.
8.
To the fullest extent permissible by law, neither
the Joint Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Vendor Placing or of such alternative
method of effecting the Vendor Placing as the Joint Bookrunners and
the Company may determine.
9.
The Placing Shares will be issued subject to the
terms and conditions of this Announcement and each Placee's
commitment to subscribe for Placing Shares on the terms set out
herein will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Vendor Placing
and Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Joint Bookrunners' conduct of the Vendor Placing.
10.
All times and dates in this Announcement may be
subject to amendment. The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
Conditions of the Vendor Placing
The Vendor Placing is conditional
upon the Placing Agreement becoming unconditional and not having
been terminated in accordance with its terms. The Joint
Bookrunners' obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions"):
1.
certain announcement obligations;
2.
Admission occurring no later than 8.00 a.m.
(London time) on 13 February 2024 (or such later time and/or date, as the Joint
Bookrunners may otherwise agree with the Company) (the
"Closing Date");
3.
the Acquisition Agreement having been duly
executed by the parties thereto;
4.
the obligations of the Joint Bookrunners not
having been terminated in accordance with the terms of the Placing
Agreement and the Acquisition Agreement not having been terminated
or rescinded; and
5.
in the opinion of the Joint Bookrunners there
having been no Material Adverse Change between the date of the
Placing Agreement and Admission.
The Joint Bookrunners (if they both
agree) may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with certain of the Conditions
or extend the time or date provided for fulfilment of any such
Conditions in respect of all or any part of the performance
thereof. The condition in the Placing Agreement relating to
Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
If: (i) any of the Conditions are
not fulfilled or (where permitted) waived by the Joint Bookrunners
by the relevant time or date specified (or such later time or date
as the Company and the Joint Bookrunners may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified
below under "Right to terminate
under the Placing Agreement", the Vendor 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 it or on
its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
None of the Joint Bookrunners, nor
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any Condition to the Vendor Placing, nor for any
decision they may make as to the satisfaction of any Condition or
in respect of the Vendor Placing generally, and by participating in
the Vendor Placing each Placee agrees that any such decision is
within the absolute discretion of the Joint Bookrunners.
Right to terminate under the Placing
Agreement
Each of the Joint Bookrunners is
entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1.
where any of the warranties contained in the
Placing Agreement was untrue, inaccurate or misleading;
2.
any Acquisition Document is terminated in
accordance with its terms or there has been a breach of any of the
warranties, agreements or undertakings or other obligations in an
Acquisition Document where the Joint Bookrunners consider (acting
in good faith) that breach to be material in the context of the
Vendor Placing and/or Admission;
3.
if any of the Conditions have (i) become incapable
of satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by the Joint Bookrunners; or
4.
the occurrence of a Material Adverse Change or
certain force majeure events.
Upon termination, 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 Vendor
Placing, each Placee agrees that (i) the exercise by either of the
Joint Bookrunners of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of such Bookrunner and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under
the Placing Agreement" and "Conditions of the Vendor Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by the Joint Bookrunners of their
respective allocation.
Lock-up Arrangements
The Company has undertaken to the
Joint Bookrunners that, between the date of the Placing Agreement
and 180 days after the Closing Date, it will not, without the prior
written consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed) allot, issue, or issue any
options over Ordinary Shares or any other securities exchangeable
for, or convertible into, Ordinary Shares, provided that the
foregoing lock-up
arrangements shall not prevent or restrict the allotment and issue
of (i) Placing Shares to Placees pursuant to the Vendor Placing;
and/or (ii) any options or grant of any awards pursuant to (and in
accordance with the rules of) the Company's existing share option
or share incentive schemes or the issue of Ordinary Shares pursuant
to the exercise of any options or vesting of any awards under such
schemes.
By participating in the Vendor
Placing, Placees agree that the exercise by any Bookrunner of any
power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the lock-up
provisions under the Placing Agreement shall be within the absolute
discretion of that Bookrunner and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the
Placing Shares (ISIN: GB0033600353) following Admission will take
place within the system administered by Euroclear UK &
International Limited ("CREST"), subject to certain exceptions.
The Joint Bookrunners reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to
Placees by such other means that they may deem necessary if
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee to be allocated Placing
Shares in the Vendor Placing will be sent a contract note in
accordance with the standing arrangements in place with the
relevant Bookrunner stating the number of Placing Shares allocated
to them at the Placing Price, the aggregate amount owed by such
Placee to the Bookrunner and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with the relevant
Bookrunner.
The Company will deliver the Placing
Shares to a CREST account operated by the relevant Bookrunner as
agent for the Company and the relevant Bookrunner will enter its
delivery 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 in
respect of the Placing Shares will take place on
13 February 2024 on a
delivery versus payment basis.
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 four percentage
points above the Bank of England's base rate from time to time but
4 per cent. per year for any period during which that base rate is
below zero.
In the event that a Placee defaults
in the payment of any subscription monies prior to Admission, the
allotment of the Placing Shares may be reduced accordingly.
In the event that a Placee defaults in the payment of any
subscription monies after Admission, each Placee is deemed to agree
that the relevant Bookrunner 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 Joint Bookrunners' account and benefit,
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
taxes or duties (together with any interest or penalties) imposed
in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that the contract note is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are issued in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), none of the Joint
Bookrunners nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Vendor
Placing each Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners
(in their capacity as bookrunners and placing agents of the Company
in respect of the Vendor Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares, the
following:
General
1.
it has read and understood this Announcement in
its entirety and its subscription for Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and it has not relied on, and will not
rely on, any information given or any representations, warranties
or statements made at any time by any person in connection with the
Vendor Placing, the Company, the Placing Shares or otherwise other
than the information contained in this Announcement and the
Publicly Available Information;
2.
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 rules and
practices of AIM, which includes a description of the Company's
business and the Company's financial information, including balance
sheets and income statements, and that it is able to obtain or has
access to such information without undue difficulty, and is able to
obtain access to such information or comparable information
concerning any other publicly traded companies, without undue
difficulty;
3.
the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee,
as the case may be. None of the Joint Bookrunners nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto)
("Indemnified Taxes"). Each
Placee and any person acting on behalf of such Placee agrees to
indemnify the Company and the Joint Bookrunners on an after-tax
basis in respect of any Indemnified Taxes;
4.
neither the Joint Bookrunners nor any of their
respective affiliates, agents, directors, officers and employees
accepts any responsibility for any acts or omissions of the Company
or any of the directors of the Company or any other person (other
than the relevant Bookrunner) in connection with the Vendor
Placing;
5.
time is of the essence as regards its obligations
under this Announcement;
6.
any document that is to be sent to it in
connection with the Vendor Placing will be sent at its risk and may
be sent to it at any address provided by it to the Joint
Bookrunners;
No
distribution of Announcement
7.
it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of
it, or any other presentational or other material concerning the
Vendor Placing (including electronic copies thereof) to any person
and represents that it has not redistributed, forwarded,
transferred, duplicated, or otherwise transmitted any such
materials to any person;
No
prospectus
8.
no prospectus or other offering document is
required under the Prospectus Regulation, nor will one be prepared
in connection with, the Vendor Placing or the Placing Shares and it
has not received and will not receive a prospectus or other
offering document in connection with the Vendor Placing or the
Placing Shares;
Purchases by Joint Bookrunners for their own
account
9.
in connection with the Vendor Placing, the Joint
Bookrunners and any of their affiliates acting as an investor for
its own account may subscribe for Placing Shares in the Company and
in that capacity may retain, purchase or sell for its own account
such Placing 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 Vendor Placing. Accordingly, references in this Announcement to
the Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the
Company to each of the Joint Bookrunners or any of their affiliates
acting in such capacity;
10.
each of the Joint Bookrunners and their affiliates
may enter into financing arrangements and swaps with investors in
connection with which each of the Joint Bookrunners and any of
their affiliates may from time to time acquire, hold or dispose of
such securities of the Company, including the Placing
Shares;
11.
the Joint Bookrunners do not intend to disclose
the extent of any investment or transactions referred to in
paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No
fiduciary duty or client of the Joint Bookrunners
12.
the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
13.
its participation in the Vendor Placing is on the
basis that it is not and will not be a client of any of the Joint
Bookrunners in connection with its participation in the Vendor
Placing and that the Joint Bookrunners have no duties or
responsibilities to it for providing the protections afforded to
their respective clients or customers or for providing advice in
relation to the Vendor 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;
No
responsibility of the Joint Bookrunners for
information
14.
the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Bookrunner nor their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them is responsible for or
has or shall have any responsibility or liability for any
information, representation or statement contained in, or omission
from, this Announcement, the Publicly Available Information or
otherwise nor will they be liable for any Placee's decision to
participate in the Vendor Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Vendor
Placing
15.
(a)
the only information on which it is entitled to
rely on and on which such Placee has relied in committing itself to
subscribe for Placing Shares is contained in this Announcement, or
any Publicly Available Information (save that in the case of
Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as
a matter of law in the absence of this paragraph
15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b)
it has neither received nor relied on any other
information given, or representations, warranties or statements,
express or implied, made, by any of the Joint Bookrunners or the
Company nor any of their respective affiliates, agents, directors,
officers or employees acting on behalf of any of them (including in
any management presentation) with respect to the Company, the
Vendor Placing or the Placing Shares or the accuracy, completeness
or adequacy of any information contained in this Announcement, or
the Publicly Available Information or otherwise;
(c)
none of the Joint Bookrunners, nor the Company,
nor any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in this Announcement or the Publicly
Available Information; nor has it requested any of the Joint
Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information; and
(d)
none of the Joint Bookrunners or the Company will
be liable for any Placee's decision to participate in the Vendor
Placing based on any other information, representation, warranty or
statement,
provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
Conducted own investigation and due
diligence
16.
it may not rely, and has not relied, on any
investigation that the Joint Bookrunners, any of their affiliates
or any person acting on their behalf, may have conducted with
respect to the Placing Shares, the terms of the Vendor Placing or
the Company, and none of such persons has made any representation,
express or implied, with respect to the Company, the Vendor
Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in this Announcement, the Publicly
Available Information or any other information;
17.
in making any decision to subscribe for Placing
Shares it:
(a)
has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for the Placing Shares;
(b)
will not look to the Joint Bookrunners for all or
part of any such loss it may suffer;
(c)
is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of an investment in the
Placing Shares;
(d)
is able to sustain a complete loss of an
investment in the Placing Shares;
(e)
has no need for liquidity with respect to its
investment in the Placing Shares;
(f)
has made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing
Shares; and
(g)
has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Vendor Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Vendor Placing;
Capacity and authority
18.
it is subscribing for the Placing Shares for its
own account or for an account with respect to which it exercises
sole investment discretion and has the authority to make and does
make the acknowledgements, representations and agreements contained
in this Announcement;
19.
it is acting as principal only in respect of the
Vendor Placing or, if it is acting for any other person, it
is:
(a)
duly authorised to do so and has full power to
make the acknowledgments, representations and agreements herein on
behalf of each such person; and
(b)
and will remain liable to the Company and/or the
Joint Bookrunners for the performance of all its obligations as a
Placee in respect of the Vendor Placing (regardless of the fact
that it is acting for another person);
20.
it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations
of all relevant jurisdictions that apply to it and that it has
fully observed such laws and regulations, has capacity and
authority and is entitled to enter into and perform its obligations
as a subscriber of Placing Shares and will honour such obligations,
and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities to
enable it to commit to this participation in the Vendor Placing and
to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take
any action which will or may result in the Joint Bookrunners, the
Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Vendor
Placing;
21.
where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each
managed account to subscribe for the Placing Shares for each
managed account;
22.
it irrevocably appoints any duly authorised
officer of each Bookrunner as its agent for the purpose of
executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Announcement;
Excluded territories
23.
the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be
cleared in respect of any of the Placing Shares under the
securities laws or legislation of the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa, or any
state, province, territory or jurisdiction thereof;
24.
the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the
above jurisdictions or any jurisdiction (subject to certain
exceptions) in which it would be unlawful to do so and no action
has been or will be taken by any of the Company, the Joint
Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public
offer of the Placing Shares in the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa or any
country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is
required;
25.
unless otherwise specifically agreed with the
Joint Bookrunners, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
26.
it may be asked to disclose in writing or orally
to the Joint Bookrunners:
(a)
if he or she is an individual, his or her
nationality; or
(b)
if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27.
the Placee is a person located outside the United
States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
and it has not been offered to purchase or subscribe for the
Placing Shares by means of any "directed selling efforts" as
defined in Regulation S;
28.
the Placee understands that the Placing Shares
have not been, and will not be, registered under the US Securities
Act and may not be offered, sold or resold in or into or from the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in accordance with any applicable state
securities laws;
29.
it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any
other presentational or other materials concerning the Vendor
Placing in or into or from the United States (including electronic
copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials
to any person;
Compliance with selling restrictions, the Prospectus
Regulation and the UK Prospectus Regulation
30.
if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, it is a
Qualified Investor;
31.
it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to Qualified
Investors or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus
Regulation;
32.
if a financial intermediary, as that term is used
in the Prospectus Regulation, the Placing Shares subscribed for by
it in the Vendor Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in a member state of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each proposed offer or resale;
33.
if a financial intermediary, as that term is used
in the UK Prospectus Regulation, the Placing Shares subscribed for
by it in the Vendor Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom or to which the UK Prospectus Regulation otherwise applies
other than UK Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each
proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and
MAR
34.
if in the United Kingdom, that it is a UK
Qualified Investor and is a person (i) having professional
experience in matters relating to investments who falls within the
definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order,
or (iii) to whom it may otherwise lawfully be
communicated;
35.
it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA");
36.
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 and
it acknowledges and agrees that this Announcement has not and will
not have been approved by either Bookrunner in its capacity as an
authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
37.
it has complied and will comply with all
applicable laws with respect to anything done by it or on its
behalf in relation to the Placing Shares (including all applicable
provisions in FSMA and the UK version of Regulation (EU) No.
596/2014 of the European Parliament and of the Council of 16 April
2014 on market abuse ("MAR")) in respect of anything done in,
from or otherwise involving, the United Kingdom);
Compliance with laws
38.
if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
39.
it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR 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 and 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 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;
40.
in order to ensure compliance with the
Regulations, each Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the relevant Bookrunner or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Bookrunner's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identify the relevant Bookrunner (for
itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either
the relevant Bookrunner and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Vendor
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
Depositary receipts and clearance services
41.
the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of
Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance service;
Undertaking to make payment
42.
it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has
agreed to subscribe and acknowledges and agrees that it will make
payment in respect of the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Joint Bookrunners may in
their sole discretion determine and without liability to such
Placee, who will remain liable for any amount by which the proceeds
of such sale falls short of the product of the relevant Placing
Price and the number of Placing Shares allocated to it and will be
required to bear any stamp duty, stamp duty reserve tax or other
taxes or duties (together with any interest, fines or penalties)
imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
Money held on account
43.
any money held in an account with the relevant
Joint Bookrunners on behalf of the Placee and/or any person acting
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each 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 the relevant Bookrunner's
money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee;
Allocation
44.
its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to subscribe for, and that the Joint
Bookrunners or the Company may call upon it to subscribe for a
lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
No
recommendation
45.
none of the Joint Bookrunners, nor any of their
respective affiliates, nor any person acting on behalf of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Vendor Placing;
Inside information
46.
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 Vendor 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;
Rights and remedies
47.
the rights and remedies of the Company and the
Joint Bookrunners under the terms and conditions in this
Announcement 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;
and
Governing law and jurisdiction
48.
these terms and conditions of the Vendor Placing
and any agreements entered into by it pursuant to the terms and
conditions of the Vendor Placing, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract (including any dispute regarding the
existence, validity or termination of such contract or relating to
any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by
either the Company or the Joint Bookrunners 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.
The foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings are given for the benefit of the Company as well as
each of the Joint Bookrunners and are irrevocable. The Joint
Bookrunners, the Company and their respective affiliates and others
will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any
person acting on behalf of such Placee, irrevocably authorises the
Company and the Joint Bookrunners to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth
herein.
By participating in the Vendor
Placing, each Placee (and any person acting on such Placee's
behalf) agrees to indemnify on an after tax basis and hold the
Company, the Joint Bookrunners and their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Announcement or incurred by the Joint
Bookrunners, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Vendor
Placing.
The agreement to allot and issue
Placing Shares to Placees (and/or to persons for whom such Placee
is contracting as agent) free of stamp duty and stamp duty reserve
tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Such agreement also assumes
that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes or duties may be payable, for which neither the
Company nor the Joint Bookrunners will be responsible and the
Placees shall indemnify the Company and the Joint Bookrunners on an
after-tax basis for any stamp duty or stamp duty reserve tax or
other similar taxes or duties (together with interest, fines and
penalties) in any jurisdiction paid by the Company or the Joint
Bookrunners in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
the Joint Bookrunners accordingly. Placees are advised to consult
with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and the Joint
Bookrunners are not liable to bear any taxes that arise on a sale
of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of the
United Kingdom. Each prospective Placee should, therefore, take its
own advice as to whether any such tax liability arises and notify
the Joint Bookrunners and the Company accordingly. Furthermore,
each prospective Placee agrees to indemnify on an after-tax basis
and hold each of the Joint Bookrunners and/or the Company and their
respective affiliates harmless from any and all interest, fines or
penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent
that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
In addition, Placees should note
that they will be liable for any stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable, whether inside or outside the UK, by
them or any other person on the subscription, acquisition, transfer
or sale by them of any Placing Shares or the agreement by them to
subscribe for, acquire, transfer or sell any Placing
Shares.
No statement in this Announcement is
intended to be a profit forecast or estimate, and no statement in
this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
The price of shares and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
The Placing Shares to be issued
pursuant to the Vendor Placing will not be admitted to trading on
any stock exchange other than AIM, a market operated by the London
Stock Exchange.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
Announcement.
Definitions
Acquisition Agreement
|
the conditional agreement in the approved terms
relating to the Acquisition to be entered into on the date of this
Agreement between (1) the Company and (2) the Vendors.
|
Acquisition Document
|
the Acquisition Agreement and any ancillary
documents referred to in the Acquisition Agreement (other than the
Placing Agreement).
|
Admission
|
the admission of the Placing Shares
to trading on AIM and such admission becoming effective in
accordance with the AIM Rules.
|
AIM
|
a market operated by London Stock
Exchange plc.
|
AIM
Rules
|
the rules of AIM published by London
Stock Exchange plc.
|
Company
|
Good Energy Group plc.
|
Group
|
the Company and its subsidiary
undertakings.
|
Joint Bookrunners
|
Investec Bank plc and Canaccord
Genuity Limited, and "Bookrunner" shall mean any one of
them.
|
Material Adverse Change
|
means any adverse change in, or any
development reasonably likely to involve a prospective adverse
change in, or affecting, the condition (financial, operational,
legal or otherwise), earnings, business, management, properties,
assets, rights, results of operations, solvency, credit rating or
prospects of the Group and/or the Target Group which is material in
the context of the Group and/or of the Target Group (as applicable)
as a whole, whether or not arising in the ordinary course of
business.
|
Ordinary Shares
|
ordinary shares of 5 pence each in
the capital of the Company.
|
Placee
|
the placees procured by the Joint
Bookrunners pursuant to the Placing Agreement.
|
Placing Agreement
|
the agreement between the Company
and the Joint Bookrunners dated 12 February 2024
in connection with the Vendor
Placing.
|
Placing Price
|
250 pence per Ordinary
Share.
|
Placing Shares
|
the 842,000 new Ordinary Shares to be allotted
and, subject to clause 6.6 of the Placing Agreement, issued
credited as fully paid under the Acquisition Agreement in
consideration, inter alia, of the transfer to the Company of the
issued share capital of Target, as provided for by the terms of the
Acquisition Agreement.
|
Regulation S
|
Regulation S under the US Securities
Act.
|
Target
|
JPS Renewable Energy Ltd.
|
Target Group
|
the Target and its subsidiary undertakings and
references to "member of the Target Group" and "Target Group
Company" shall be construed accordingly.
|
US
Securities Act
|
the US Securities Act of 1933, as
amended.
|
Vendor Placing
|
the proposed conditional placing by
the Joint Bookrunners, as agent to the Company, of the Placing
Shares at the Placing Price pursuant to the terms and conditions
set out in this announcement.
|
Vendors
|
those persons defined as "Sellers"
in the Acquisition Agreement.
|
|
|
|
|