TIDMHARL
RNS Number : 1838T
Harland & Wolff Group Holdings PLC
22 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of the UK version of Article 7 of Regulation (EU) 596/2014 ("MAR").
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this announcement.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
22 November 2021
Harland & Wolff Group Holdings plc
("Harland & Wolff" or the "Company")
Proposed Placing to raise a minimum of GBP6.0 million by way of
accelerated bookbuild
Proposed PrimaryBid Offer to raise up to an additional GBP1.5
million
&
Notice of General Meeting
Harland & Wolff Group Holdings plc (AIM: HARL), the UK
quoted company focused on strategic infrastructure projects and
physical asset lifecycle management, announces its intention to
raise an expected minimum of GBP 6.0 million (before expenses) by
way of a placing of a minimum of 30,000,000 new Ordinary Shares at
a price of 20 pence per share to existing and new investors (the
"Placing"), as well as a PrimaryBid Offer of up to GBP 1.5 million
at a price of 20 pence per share. The Placing is being undertaken
via an accelerated bookbuild and the result of the Placing and the
PrimaryBid Offer are expected to be announced on or around 23
November 2021.
The Placing is being conducted in two tranches. The First
Placing will utilise the Company's existing authorities to allot
shares and disapply pre-emption rights granted at the general
meeting held on 24 May 2021, whilst the Second Placing and
PrimaryBid Offer will be subject to the approval of Shareholders to
allot the Second Placing Shares and the PrimaryBid Offer Shares at
the General Meeting. A circular (the "Circular") containing further
details of the Fundraising and the General Meeting to be held on 10
December 2021 is being posted to Shareholders on or around 24
November 2021 and will be available to view on the Company's
website.
Capitalised terms not otherwise defined in the text of this
Announcement have the meaning given to them in the section headed
"Definitions" below.
Transaction Highlights:
o Placing to raise an expected minimum of GBP 6.0 million
(before expenses) in two tranches, the First Placing of
approximately GBP 3.9 million and the Second Placing of an expected
minimum of approximately GBP 2.1 million.
o PrimaryBid Offer of up to 7,500,000 Ordinary Shares at the
Issue Price to raise up to GBP1.5 million (before expenses).
o The net proceeds from the Fundraising will be used to
facilitate delivery of existing and expected contracts and secure
further higher value contracts in the Company's pipeline, as well
as to:
-- satisfy the performance bonds for expected near term
contracts;
-- provide for further capital expenditure across the Group;
and
-- additional working capital to support enlarged business
activities.
John Wood, Group CEO of Harland & Wolff comments:
"With the world having gone through a tumultuous 2021 and
gradually emerging out of the Covid-19 pandemic, we are bullish
about Harland & Wolff's future growth trajectory. The
investment of time, resources and capital into our four sites over
the last 18 months has provided us with a strong launch-pad for
high growth in 2022 and beyond. All our sites are now fully
operational and bringing in revenues. As we move into an
anticipated annualised cash breakeven position towards the end of
2021, there is now a clear path to profitability in 2022.
Furthermore, a cash generative position would facilitate securing
corporate debt to supplement our working capital requirements and
support growth in the business. Finally, I wish to thank all our
shareholders who have been supporting us through this journey and
warmly welcome our new institutional investors who will be joining
the Harland family."
For further information, please visit www.harland-wolff.com or
contact:
Harland & Wolff Group Holdings plc +44 (0)20 3900 2122
John Wood, Chief Executive Officer investor@harland-wolff.com
Seena Shah, Head of Marketing & Communications media@harland-wolff.com
Cenkos Securities plc (Nominated Adviser
& Broker)
Stephen Keys / Callum Davidson / Dan Hodkinson
(Corporate Finance)
Michael Johnson (Sales) +44 (0)20 7397 8900
----------------------------
INTRODUCTION
The Company announces a conditional placing to raise an expected
minimum of GBP 6.0 million (before expenses) by way of the issue of
an expected minimum of 30,000,000 Placing Shares in two tranches at
the Issue Price. The Placing will be conducted by way of an
accelerated bookbuild process which will be launched immediately
following this Announcement, in accordance with the terms and
conditions set out in the Appendix to this Announcement. The
bookbuild is expected to close on 23 November 2021. A further
announcement will be made in due course, confirming the final
quantum and number of shares to be raised pursuant to the Placing
once the bookbuild is closed. Cenkos is acting as sole bookrunner
in connection with the Placing.
In addition to the Placing, in order to provide other existing
and new potential retail Shareholders with an opportunity to
participate in the Fundraising, the Company will shortly launch the
PrimaryBid Offer, which allows certain investors to participate in
the Fundraising by subscribing for new Ordinary Shares via
PrimaryBid.com. A further announcement in relation to the
PrimaryBid Offer will be made very shortly.
The Second Placing and the PrimaryBid Offer are conditional,
inter alia, upon the Shareholders approving the Resolution numbered
1 on the Notice of Meeting at the General Meeting. Accordingly, the
Company gives notice of the General Meeting to be held at 11.00
a.m. on 10 December 2021 at the offices of Fieldfisher LLP,
Riverbank House, 2 Swan Lane, London EC4R 3TT, at which the
Resolutions will be proposed.
The purpose of this Announcement and the Circular is, amongst
other things, to explain the background to and reasons for the
Fundraising and to explain why the Board believes that it will
promote the growth and success of the Company for the benefit of
the Shareholders as a whole, and to seek Shareholder approval for
the passing of the Resolutions at the General Meeting.
BACKGROUND TO AND REASONS FOR THE PLACING AND PRIMARYBID
OFFER
Harland & Wolff Group Holdings plc is an AIM quoted
infrastructure operator engaged in the development and operation of
strategic maritime assets across the United Kingdom. Its primary
activities include the operation of UK based shipyards under the
Harland & Wolff brand: ship repair, ship conversion, internal
projects, offshore, fabrication (vessels and blocks) and recycling,
across defence, cruise & ferry, energy, commercial shipping and
the renewables sectors. Having acquired four strategic
infrastructure sites across the UK, with facilities in Belfast,
Appledore, Methil & Arnish, the Group possesses a large
fabrication footprint across 256 acres, capable of servicing a
variety of contracts across its five markets of operation. The
Directors believe that Harland & Wolff is now ideally
positioned to become one of the leading operators of strategic
shipyards and fabrication facilities in Europe.
In addition to these sites operating under the Harland &
Wolff brand, the Company also has an investment in its subsidiary,
Islandmagee Energy Limited ("Islandmagee Energy"), which owns a
salt cavern gas storage project with the potential for, subject to
development and regulatory approval, hydrogen storage. The Company
attributes significant value potential from its strategic stake in
Islandmagee Energy, and the recently announced issuance of the full
marine licence opens up the opportunity for the Company to actively
engage with a number of institutions to invest at the project level
and raise the necessary funds for the build of the project. Demand
for hydrogen storage is growing and accordingly, so is interest in
the project, which is viewed as a means of assisting the transition
from natural gas to hydrogen in order to meet the UK's net zero
ambitions. The Company has taken preliminary and informal market
soundings on the basis of which management estimates the value of
the Company's stake in the project to be between GBP35 million and
GBP50 million.
Over the past two years, the Company has increased revenues from
zero in 2019 to a targeted GBP30 million for the 17-month period
ending 31 December 2021*, bolstered by the Phase 1 of its contract
won earlier this year with Saipem UK Limited ("Saipem"), a
renewable energy project, won earlier this year, as well as other
smaller contracts. Based on current works and near term pipeline,
management believe that the Group will be cashflow break even by
end 2021 and EBITDA positive in 2022.
The Company's current order-book, which represents total value
of agreed contracts underway or to be completed, has grown from
zero in 2019 to GBP28 million currently and is projected by
management to rise to GBP90 million during 2022, meaning that the
Directors are confident that the Company will achieve revenue of
GBP70-GBP75 million in financial year 2022. The Company intends to
keep this momentum building and to convert key renewables, defence
and commercial fabrication contracts in the coming months and
years. The Company operates in a multi-billion pound market and
management have identified total revenue opportunities over the
next five years of up to GBP1.49 billion. When applying the
Company's recent win ratio, together with the invitations to tender
already received, management believes that approximately GBP800
million of contracts could be secured by 2026** and the Company is
targeting annual turnover of GBP250m turnover within five
years.
*17-month period reflects previously announced change in
accounting reference date.
**estimates are management's assumptions based on an industry
used weighted pipeline model. These figures are not intended to
represent a financial forecast.
In May 2021, the Company completed an equity financing, the net
proceeds of which were used, inter-alia, to provide a performance
bond for the first phase of the Company's major jacket fabrication
contract with Saipem, worth GBP26.5 million, as well as provide
necessary capital expenditure for key site improvements and ongoing
working capital. Over the past few months, the Company has invested
in its sites in preparation to carry out existing and anticipated
future contracts. A total of GBP10 million has been deployed in
capital expenditure since 2019 across the Group, materially
increasing the asset values across the sites to an estimated GBP22
million. The Company is accelerating works on the Saipem project
with a view to completing fabrication of the eight jackets by April
of 2022 at the Company's Methil site. On other sites, the Company
also recently announced that it had been awarded a contract for the
fabrication of four suction piles at Arnish. Whilst this contract
is smaller the Board believes that this key win validates the
Company's strategy of mobilising its Arnish facility into a state
of operational preparedness for the wider renewables sector in the
UK. Furthermore, at H&W's Belfast Repair Dock, the Company
expects to welcome six vessels for repair during December 2021 and
its order book is increasing for ferry works into 2022.
On 11 November 2021, the Company announced its first fabrication
contract win for Harland & Wolff's Appledore Shipyard. The
contract, worth in excess of GBP2 million is for the for the
fabrication of a steel pontoon, which is set to replace the
existing Royal National Lifeboat Institution ("RNLI") Tower
Lifeboat Station based under Waterloo Bridge on the north bank of
the Thames. Steel has been ordered for the recently announced barge
and execution under the contract has begun earlier than
scheduled.
The Company also recently announced an MoU between H&W,
Navantia and Windar. This MoU is expected to be converted into a
formal joint venture shortly with the consortium bidding for large
fixed and floating wind projects in the UK and Europe. Significant
growth is expected in the floating wind turbine market, which
requires large scale fabrication capacity and much larger load out
capacities in contrast to fixed wind structures. The Directors
believe that the consortium is well placed to successfully bid for
these large projects, given the depth of experience that each
partner carries and the fabrication / loadout capacity that H&W
possesses across four sites.
Alongside implementing site improvements and carrying out works
on Saipem (phase 1) and other existing contracts, management are
progressing negotiations on its near-term contract pipeline and
continuing to identify longer term revenue opportunities.
Within the defence sector, as recently announced by the Company,
H&W is currently building its defence pipeline of projects with
a number of bids due to be evaluated and submitted over the course
of Q4'21 and Q1'22. Currently, the Company is focussed on the FSS
Programme which is in the Commercial Procurement Phase that is
expected to last for another eight months. The Company is actively
engaged with the Ministry of Defence (MoD) on a number of
programmes along with the Company's joint venture partner,
Navantia. The combined offering of H&W's physical capacity and
capability as well as Navantia's deep expertise within defence
related ship-building has been welcomed by the MoD, as they seek to
encourage new entrants into this market. As widely reported, the
HMS Quorn (M55 Minehunter) is currently in a competitive tendering
process for a complete refurbishment package prior to its sale to
the Lithuanian Navy. Amongst other bidders, the Harland &
Wolff-Navantia consortium is bidding to win this contract. The
Company has also submitted its bid to welcome the Queen Elizabeth
Class Carriers (QEC) over a 10-year period commencing 2023 onwards.
The Company believes that it is in a strong position with the MoD
given its dock size, capacity and capabilities to service these
aircraft carriers. The Company expects an award decision on the QEC
in Q1'22. Finally, the Company is actively involved in advanced
negotiations with other prime contractors to pick up sub-contract
work for ongoing defence programmes. The Company has successfully
cleared technical, physical and commercial due diligence and is now
in the process of negotiating scopes of works in a series of
sub-contracts, announcements of which will be made as and when
these sub-contracts are formally executed.
Furthermore, within the renewables space, the Company is shortly
expecting to submit a formal response to an Invitation To Tender
for the fabrication of another eight jackets in connection with an
ongoing offshore wind farm project, with the client having a call
option for a further eight to be fabricated.
Given the progress that Harland & Wolff has made, the
Company is now in a position to have access to debt and has
received term sheets for facilities in the range of GBP30 million
to GBP75 million, which are currently under negotiation. Whilst the
level of coupon expected would initially be in the mid-teens, the
coupon would be expected to reduce by approximately half as the
Company becomes cashflow positive, which the directors expect to
occur in the first quarter of 2022. The Company will continue to
negotiate for more favourable terms and it is pleasing to note that
these facilities could be entered into at short notice.
Use of Proceeds
The net proceeds from the Placing, expected to be a minimum of
approximately GBP5.6 million, will be used as follows:
-- A minimum of GBP1.4 million for the recruitment of additional
technical expertise across the Group, which would be required in
order to deliver the expected existing and new contract wins
detailed above, and other higher value contracts in the Company's
pipeline. Specifically, the Group is seeking to recruit naval
architects, design engineers, procurement experts, bid managers and
writers. The Company is also seeking to appoint a head of
commercial operations. The Directors believe that the addition of
these personnel will increase the Group's ability to secure and
execute contracts;
-- A minimum of GBP1.4 million to provide necessary performance
bonds for expected near term contracts;
-- A minimum of GBP0.7 for further capital expenditure across the Group; and
-- A minimum of GBP2.1 million for ongoing working capital.
Any proceeds raised from the PrimaryBid Offer will be used for
further capital expenditure and working capital to facilitate
execution of the Company's pipeline of contract opportunities.
DETAILS OF THE PLACING AND THE PLACING AGREEMENT
On 22 November 2021, the Company entered into a Placing
Agreement with Cenkos under which Cenkos has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Issue Price. The Placing has not been underwritten.
The Issue Price represents a discount of approximately 27.9 per
cent. to the closing mid-market price on AIM of 27.75 pence per
Ordinary Share on 19 November 2021, being the last dealing day
prior to the announcement of the Placing and PrimaryBid Offer.
The Placing is being conducted in two tranches. The First
Placing will utilise the Company's existing authorities to allot
shares and for the disapplication of pre-emption rights granted at
the general meeting held on 24 May 2021, whilst the Second Placing
will be subject to the approval of Shareholders to allot the Second
Placing Shares and to disapply pre-emption rights in respect of
such allotment at the General Meeting.
The first tranche of the Placing is expected to raise a total of
approximately GBP3.9 million (before expenses) by the issue of
19,403,667 new Ordinary Shares (being the First Placing Shares) at
the Issue Price. The First Placing is conditional upon, inter alia,
First Admission becoming effective at 8.00 a.m. on 26 November 2021
(or such later date as the Company and Cenkos may agree, being not
later than 8.00 a.m. on 31 December 2021). The First Placing is not
conditional on completion of the Second Placing occurring so there
is a possibility that the First Placing may complete and the First
Placing Shares are issued but that the Second Placing does not
complete.
The second tranche of the Placing is expected to raise a minimum
of approximately GBP2.1 million (before expenses) by the issue of a
minimum of 10,596,333 new Ordinary Shares (being the Second Placing
Shares) at the Issue Price. The Second Placing is conditional upon,
inter alia, First Admission becoming effective. In addition, the
Second Placing is conditional, inter alia, on Second Admission
becoming effective at 8.00 a.m. on 13 December 2021 (or such later
date as the Company and Cenkos may agree, being not later than 8.00
a.m. on 31 December 2021).
The Issue Price was determined having regard to market
conditions at the time the Placing Agreement was entered into. The
closing mid-market price on AIM on the trading day prior to the
entry into the Placing Agreement was 27.75 pence and the Issue
Price represents a 27.9 per cent. discount to this.
The Placing Agreement contains, inter alia, customary
undertakings and warranties given by the Company in favour of
Cenkos as to the accuracy of information contained in this
Announcement and other matters relating to the Company. Cenkos may
terminate the Placing Agreement in specified circumstances prior to
Admission, including, inter alia, for material breach of the
Placing Agreement by the Company or of any other warranties
contained in it and in the event of a force majeure event
occurring.
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive dividends and other
distributions declared on or after the date on which they are
issued.
It is expected that CREST accounts will be credited on the
relevant day of Admission and that share certificates (where
applicable) will be dispatched within 10 Business Days of each
Admission.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is anticipated
that First Admission will become effective and that dealings in the
First Placing Shares will commence at 8.00 a.m. on 26 November 2021
and that Second Admission will become effective and dealings in the
Second Placing Shares and PrimaryBid Shares will commence at 8.00
a.m. on 13 December 2021.
DETAILS OF THE PRIMARYBID OFFER
Under the PrimaryBid Offer, the Company is seeking to raise up
to GBP1.5 million (before expenses) through the issue of up to
7,500,000 new Ordinary Shares at the Issue Price. The PrimaryBid
Offer has not been underwritten.
The PrimaryBid Offer will allow investors to participate in the
Fundraising by subscribing via PrimaryBid.com
The PrimaryBid Offer remains conditional on the Second Placing
being or becoming wholly unconditional.
Application will be made for the PrimaryBid Shares to be
admitted to trading on AIM and it is anticipated that dealings in
the PrimaryBid Shares will commence at 8.00 a.m. on 13 December
2021. The PrimaryBid Shares will be free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu,
in all respects with the Existing Ordinary Shares including the
right to receive dividends and other distributions declared
following Second Admission.
The PrimaryBid Offer will be closed on 23 November 2021 although
may close earlier if it is oversubscribed.
The Company is relying on an available exemption against the
need to publish a prospectus approved by the FCA.
A further announcement will be made shortly by the Company
regarding further details of the PrimaryBid Offer and how investors
may participate.
Investors should make their own investigations into the merits
of an investment in the Company.
It should be noted that a subscription for PrimaryBid Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for PrimaryBid Shares. Investors
should take independent advice from a person experienced in
advising on investments in securities such as the PrimaryBid Shares
if they are in any doubt.
GENERAL MEETING AND THE RESOLUTIONS
Set out at the end of the Circular, e xpected to be published on
or around 24 November 2021, will be a notice convening a General
Meeting of the Company to be held at 11.00 a.m. on 10 December 2021
at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane,
London EC4R 3TT at which the Resolutions will be put to the
Company's Shareholders. In particular, the Resolutions to be
proposed at the General Meeting will be as follows:
Resolution 1 - Authority to allot the Second Placing Shares and
the PrimaryBid Shares and disapplication of pre-emption rights
Resolution 1 will be proposed as a special resolution of the
Company. The Directors will be seeking authority in accordance with
section 551 of the Act to allot the New Shares (being the maximum
required for the purposes of issuing the Second Placing Shares and
the PrimaryBid Shares) and for such shares to be allotted on a
non-pre-emptive basis in accordance with section 571 of the
Act.
Resolution 2 - Directors' authority to allot shares
Resolution 2 will be an ordinary resolution authorising the
Directors to allot relevant securities, in addition to the Second
Placing Shares and the PrimaryBid Shares. If granted, Resolution 2
provides sufficient authority following the Placing and the
PrimaryBid Offer to allot additional Ordinary Shares. The
Resolution will be specifically proposed to enable the Directors to
have the flexibility to grow the Company in an appropriate
manner.
Resolution 3 - Disapplication of pre-emption rights
Resolution 3 will be a special resolution to renew the
Directors' powers to allot shares for cash without first offering
them to existing shareholders, pro-rata to their existing holdings.
The Directors consider that it is in the interests of the Company,
in certain circumstances, for the Directors to have a limited
ability to allot shares for cash without having first to offer them
to existing shareholders.
The authorities to be sought pursuant to Resolutions 2 and 3
will be consistent with the levels approved at the general meeting
of the Company in May 2021 and are expected to expire on the
earlier of the date falling 15 months from the date of the passing
of such resolution and the annual general meeting of the Company to
be held in 2022 (unless renewed, varied or revoked by the Company
prior to or on that date). The Directors consider that it is
prudent and desirable that the Company be granted these
authorities.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
PRINCIPAL EVENT 2021
Announcement of the Fundraising 22 November
Announcement of the Result of 23 November
the of the Placing and the PrimaryBid
Offer
Date of publication of the Circular 24 November
First Admission effective and 8.00 a.m. on 26 November
dealings in the First Placing
Shares expected to commence
on AIM
CREST accounts credited in respect 26 November
of the First Placing Shares
to be held in uncertificated
form (subject to First Admission)
Where applicable, expected date Within 10 Business Days following
for dispatch of definitive share First Admission
certificates for First Placing
Shares to be held in certificated
form
Latest time and date for CREST 11.00 a.m. 8 December
proxy appointment or receipt
of forms of proxy
General Meeting 11.00 a.m. on 10 December
Second Admission effective and 8.00 a.m. on 13 December
dealings in the Second Placing
Shares and PrimaryBid Shares
expected to commence on AIM
CREST accounts to be credited 13 December
for Second Placing Shares and
PrimaryBid Shares to be held
in uncerti cated form (subject
to Second Admission)
Where applicable, expected date Within 10 Business Days following
for dispatch of de nitive share Second Admission
certi cates for Second Placing
Shares and PrimaryBid Shares
to be held in certi cated form
DEFINITIONS
In this Announcement, the following expressions shall have the
following meanings, unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" in respect of the New Shares means First Admission and/or Second
Admission (as the context
requires)
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as published and amended from time to
time by the London Stock
Exchange
"Articles" the articles of association of the Company (as amended from time to
time)
"Board" or " Directors" the directors of the Company
"Business Days" any day on which banks in London are open for business (excluding
Saturdays, Sundays and public
holidays)
"Cenkos" or "Nominated Adviser" or "Broker" Cenkos Securities plc, as the Company's nominated adviser and broker
" certificated " or " in certificated form " where an Ordinary Share is not in uncertificated form (i.e. not in
CREST)
"Company" or "Harland & Wolff" or "H&W" Harland and Wolff Group Holdings plc, a company incorporated in
England and Wales with company
number 06409712 whose registered office is at Riverbank House, 2 Swan
Lane, London EC4R 3TT
"CREST" the relevant system for the paperless settlement of trades and the
holding of uncerti cated
securities operated by Euroclear UK & International Limited in
accordance with the CREST Regulations
"Existing Ordinary Shares" the 121,690,349 Ordinary Shares in issue as at the date of the
Circular
"FCA" the Financial Conduct Authority of the United Kingdom
"First Admission" admission of the First Placing Shares to trading on AIM becoming
effective in accordance with
Rule 6 of the AIM Rules which is expected to take place at 8.00 a.m.
on 26 November 2021
"First Placing" the placing by Cenkos on behalf of the Company of the First Placing
Shares at the Issue Price
pursuant to the terms of the Placing Agreement
"First Placing Shares" up to 19,403,667 new Ordinary Shares which may be conditionally
placed by Cenkos with Placees
pursuant to the First Placing
"Fundraising" together, the Placing and the PrimaryBid Offer
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"FSS Programme" the UK Ministry of Defence's Fleet Solid Support Programme
"General Meeting" or "GM" the general meeting of the Company to be convened for 11.00 a.m. on
10 December 2021 notice
of which will be set out at the end of the Circular
"Group" the Company and its subsidiaries from time to time
"Issue Price" 20 pence per New Share
"London Stock Exchange" London Stock Exchange plc
"New Shares" the Placing Shares and the PrimaryBid Shares
"Notice of Meeting" the notice convening the General Meeting which will be set out at the
end of the Circular
"Ordinary Shares" ordinary shares of 1 penny each in the Company
"Placees" those persons who conditionally agree to subscribe for Placing Shares
"Placing" together, the First Placing and the Second Placing
"Placing Agreement" the conditional agreement dated 22 November 2021 between the Company
and Cenkos relating to
the Placing
"Placing Shares" the First Placing Shares and/or the Second Placing Shares (as the
context requires)
"PrimaryBid" PrimaryBid Limited, a company incorporated in England and Wales with
registered number 08092575
and having its registered of ce at 21 Albermarle Street, London, W1S
4BS
"PrimaryBid Offer" the placing by the Company of the PrimaryBid Shares with PrimaryBid's
UK retail clients at
the Issue Price
"PrimaryBid Shares" up to 7,500,000 new Ordinary Shares to be issued by the Company and
subscribed for pursuant
to the PrimaryBid Offer
"Resolutions" the resolutions to be set out in the Notice of Meeting
"Second Admission" admission of the Second Placing Shares and the PrimaryBid Shares to
trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules which is
expected to take place at 8.00
a.m. on 13 December 2021
"Second Placing" the placing by Cenkos on behalf of the Company of the Second Placing
Shares at the Issue Price
pursuant to the terms of the Placing Agreement
"Second Placing Shares" the new Ordinary Shares which have may be conditionally placed by
Cenkos with Placees pursuant
to the Second Placing, expected to be a minimum of 10,596,333 new
Ordinary Shares
"Securities Act" the U.S. Securities Act of 1933, as amended
"Shareholders" holders of Existing Ordinary Shares
"United Kingdom' or "UK' the United Kingdom of Great Britain and Northern Ireland
"GBP" UK pounds sterling, being the lawful currency of the United Kingdom
Important Notices
This Announcement is not an offer to sell or a solicitation of
any offer to buy the Placing Shares in the United States,
Australia, Canada, New Zealand or the Republic of South Africa,
Japan, or in any other jurisdiction where such offer or sale would
be unlawful.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors"). For the purposes of
this provision, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129. In the United Kingdom, this
communication is being distributed only to, and is directed only
at, "qualified investors" (as defined in the UK version of the
Prospectus Regulation, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended from time to
time)): (i) who have professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area who are not Qualified Investors
or in the United Kingdom by persons who are not relevant
persons.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment. Any such
determination should involve, among other things, an assessment of
the legal, tax, accounting, regulatory, financial, credit and other
related aspects of the securities.
This Announcement may not be used in making any investment
decision. This Announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This Announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this Announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this Announcement or its completeness.
Nothing in this Announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this Announcement are
provided as at the date of the Announcement and are subject to
change and no representation or warranty, express or implied, is or
will be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, Cenkos or any of
their respective affiliates or by any of their respective officers,
employees or agents in relation to it. No reliance may be placed
for any purpose whatsoever on the information or opinions contained
in this Announcement or on its completeness, accuracy or fairness.
This Announcement has not been approved by any competent regulatory
or supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
There may be other additional risks, uncertainties and factors that
could cause the results or returns generated by the Company to be
materially lower than anticipated. Past performance cannot be
relied on as a guide to future performance.
The information in this Announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Both the Company and Cenkos and their respective affiliates and
their respective officers, employees and agents expressly disclaim
any and all liability which may be based on this Announcement and
any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this Announcement. The information
contained in this Announcement will not be updated.
This Announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This Announcement does not constitute a
recommendation regarding any securities.
Cenkos, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and broker to the
Company and for no one else, including any recipient of this
Announcement, in connection with the Placing and other matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Cenkos or for affording advice in relation
to the Placing or any other matter referred to in this
Announcement. Cenkos has not authorised the contents of, or any
part of, this Announcement and no liability whatsoever is accepted
by Cenkos nor does it make any representation or warranty, express
or implied, for the accuracy of any information or opinions
contained in this Announcement or for the omission of any
information. Cenkos expressly disclaims all and any responsibility
or liability whether arising in tort, contract or otherwise which
it might otherwise have in respect of this Announcement. The
responsibilities of Cenkos as the Company's nominated adviser and
broker under the AIM Rules and the AIM Rules for Nominated Advisers
are owed to the London Stock Exchange solely and are not owed to
the Company or to any director, shareholder or any other person in
respect of such person's decision to acquire Ordinary Shares in
reliance on any part of this Announcement or otherwise.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" Directive 2014/65/EU "); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; (c) local implementing measures and/or (d)
(where applicable to UK investors or UK firms) the relevant
provisions of the UK MiFID Laws (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined
in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and
(ii) eligible for distribution through all distribution channels as
are permitted by Directive 2014/65/EU or the UK MiFID Laws, as
applicable (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in Ordinary Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cenkos will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Directive 2014/65/EU or the UK MiFID Laws, as
applicable; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the New Ordinary Shares pursuant to the
Placing and/or PrimaryBid Offer.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
"UK MiFID Laws" (i) the Financial Services and Markets Act 2000
(Markets in Financial Instruments) Regulations 2017 (SI 2017/701),
The Data Reporting Services Regulations 2017 (SI 2017/699) and the
Financial Services and Markets Act 2000 (Regulated Activities)
(Amendment) Order 2017 (SI 2017/488), and any other implementing
measure which operated to transpose EU MiFID II into UK law before
31 January 2020 (as amended and supplemented from time to time);
and
(ii) the UK version of Regulation (EU) No 600/2014 of the
European Parliament, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented
from time to time.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND THE REPUBLIC OF SOUTH AFRICA, (SUBJECT TO CERTAIN LIMITED
EXCEPTIONS) THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY, CENKOS SECURITIES PLC ("CENKOS") OR ANY OF THEIR
RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR
OFFICERS 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, OTHER
THAN THE UK. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN
DRAWN ARE REQUIRED BY THE COMPANY AND CENKOS TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"), AND (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") WHO ALSO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (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 SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY . EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO PURCHASE OR SUBSCRIBE FOR OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE FOR THE PLACING SHARES OR ANY OTHER
SECURITY IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY 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. THE PLACING
SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE
UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY
OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. THE RELEVANT
CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO
PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF
FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE,
OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE
BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING
SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE,
REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS
OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE
PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT
SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS (INCLUDING,
WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL
RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS
ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY
ACTION.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN
THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES
AFTER THE DATE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY CENKOS OR ANY OF ITS ADVISERS, AFFILIATES,
AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR
ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY OR
COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE,
ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
By participating in the 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.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares, unless otherwise agreed by Cenkos in
writing.
Details of the Placing Agreement and the Placing Shares
Cenkos acting as broker (the "Broker") has entered into a
placing ("Placing Agreement") with the Company pursuant to which,
on the terms and subject to the conditions set out in such Placing
Agreement, Cenkos, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure Placees for the
Placing Shares at the Issue Price (as defined below). The Placing
is not being underwritten. The price at which the Placing Shares
are to be placed will be 20 pence per Ordinary Share (the "Issue
Price"). The final number of Placing Shares will be decided at the
close of the Bookbuild. The timing of the closing of the book and
allocations are at the discretion of the Company and the Broker.
Details of the number of Placing Shares will be announced as soon
as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Agreement contains certain undertakings,
representations, warranties and indemnities given by the Company
for the benefit of Cenkos . Cenkos has absolute discretion as to
whether or not to bring an action against the Company for breach of
these undertakings, warranties and indemnities.
Cenkos has the right to terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Applications for Admissions
The Placing is being conducted in two tranches (respectively the
"First Placing" and the "Second Placing"). The First Placing will
utilise the Company's existing shareholder authorities to allot and
issue new Ordinary Shares on a non-pre-emptive basis for cash. The
First Placing Shares will be allotted and issued pursuant to the
Placing and are expected to be admitted to trading on AIM on 26
November 2021 ("First Admission").
Subject to the passing of the Resolutions, the Second Placing
Shares will be allotted and issued pursuant to the Placing and are
expected to be admitted to trading on AIM on 13 December 2021
("Second Admission").
Applications have been, or will be made to the London Stock
Exchange for the admission of the First Placing Shares the Second
Placing Shares and the PrimaryBid Offer Shares to trading on AIM
(together, "Admissions").
First Admission is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in
respect of the First Placing Shares. Second Admission of the Second
Placing Shares is also conditional, inter alia, upon the passing of
the Resolutions by the Shareholders at the General Meeting to be
held at 11:00 a.m. on 10 December 2021 and upon the Placing
Agreement not having been terminated and becoming unconditional in
respect of the Second Placing Shares.
Principal terms of the Placing
Cenkos is acting as broker to the Placing, as agent for and on
behalf of the Company. Cenkos, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA"), is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Cenkos or for providing
advice in relation to the matters described in this
Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Cenkos to participate.
Cenkos and any of its affiliates are entitled to participate in the
Placing as principal.
Cenkos is proceeding with the Bookbuild for the purpose of
assessing the demand from institutional and other investors for
subscribing for Placing Shares at the Issue Price and the Company
then issuing the Placing Shares under the Placing to raise
approximately GBP3.9 million for the Company under the First
Placing and an expected minimum of approximately GBP2.1 million for
the Company under the Second Placing, in each case before expenses.
The exact number of Placing Shares to be allocated and issued to
each Placee shall be determined by the Broker (in consultation with
the Company) following completion of the Bookbuild. The Broker will
commence the Bookbuild today and it is expected to close on 23
November 2021 but may be closed earlier or later at the Broker's
discretion. Completion of the Bookbuild is at the discretion of the
Company and there is no guarantee that the Bookbuild will be
completed. The Broker may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The number
of Placing Shares will be announced on a Regulatory Information
Service following completion of the Bookbuild.
Each Placee's allocation of Placing Shares will be communicated
orally or by email by the Broker to the relevant Placee. That oral
or email confirmation will give rise to an irrevocable, legally
binding commitment by such Placee, in favour of the Broker and the
Company, under which it agrees to acquire the number of Placing
Shares allocated to it at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the Broker's consent, such commitment will not be capable of
variation, revocation, termination or rescission at either the time
of such oral confirmation or any time thereafter.
The Issue Price shall be payable to the Broker by all Placees in
accordance with the terms of this Appendix.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Broker (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and that the Company has agreed
to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
All obligations of the Broker under the Placing will be subject
to fulfilment of the conditions referred to below un der
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement and will not otherwise be capable of rescission
or termination by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Broker, (b) any of the Broker's affiliates,
agents, directors, officers, employees or consultants, (c) to the
extent not contained within (a) or (b), any person connected with
the Broker (as defined in the FSMA) ((b) and (c) being together
"affiliates" and individually an "affiliate" of the Broker or (d)
any person acting on behalf of the Broker, shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
to any Placee or to any other person whether acting on behalf of a
Placee or otherwise. In particular, neither the Broker nor any of
its respective affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of
their conduct of the Placing or of such alternative method of
effecting the Placing as the Broker and the Company may agree.
Registration and Settlement
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Broker in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with Cenkos (acting as settlement agent).
Settlement of transactions in the Placing Shares (ISIN:
GB00BLPJ1272) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST with respect to the
Placing Shares will be on a delivery versus payment basis unless
otherwise notified by the Broker and it is expected to occur at
8.00 a.m. on 26 November 2021 with respect to the First Placing
Shares and at 8.00 a.m. on 13 December 2021 with respect to the
Second Placing Shares.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Cenkos may agree that the Placing Shares
should be issued in certificated form.
Cenkos also reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by
such other means as it deems necessary if delivery or settlement to
Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by the Broker.
Each Placee is deemed to agree that if it does not comply with
these obligations, Cenkos may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for Cenkos'
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 for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent and insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to 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 or agreement to transfer Placing
Shares), the Company shall not be responsible for payment
thereof.
Conditions of the First Placing and Second Placing
The First Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The First Placing is conditional upon, inter alia:
1. the performance by the Company of its obligations under the
Placing Agreement insofar as the same fall to be performed or
satisfied on or prior to First Admission;
2. the Placing Agreement having become unconditional in all
respects (save insofar as any conditions relate to the Second
Placing) and not having been terminated in accordance with its
terms prior to First Admission; and
3. First Admission becoming effective not later than 8.00 a.m.
on 26 November 2021 or such later time and/or date as the Company
and Cenkos may agree, being not later than 8.00 a.m. on 9 December
2021 .
The Second Placing is conditional upon, inter alia:
1. First Admission having become effective as set out above;
2. the performance by the Company of its obligations under the
Placing Agreement insofar as the same fall to be performed or
satisfied on or prior to Second Admission;
3. the Placing Agreement not having been terminated in
accordance with its terms prior to Second Admission;
4. the General Meeting having taken place on the date set out in
the Notice, no adjournment of the General Meeting having occurred
without the prior written consent of the Broker and the Resolution
numbered 1 in the Notice having been passed thereat by the
requisite majority without amendment; and
5. Second Admission occurring not later than 8.00 am on 13
December 2021 (or such later time or date as the Brokers may agree
with the Company, in any event being no later than 27 December
2021),
(all conditions to the obligations of the Broker included in the
Placing Agreement in respect of First Admission and Second
Admission (and either or both of them as the context requires)
being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Broker may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the First Placing and/or the Second Placing will lapse and each
Placee's rights and obligations shall cease and terminate at such
time in respect of the First Placing and/or the Second Placing (as
applicable), all monies received from a Placee pursuant to the
First Placing and/or the Second Placing (as applicable) shall be
returned to such Placee without interest, at the risk of the
relevant Placee, and each Placee agrees that no claim can be made
by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof. The First Placing and First
Admission is not conditional upon the Second Placing or Second
Admission becoming effective and it is therefore possible that
Placees receive Placing Shares pursuant to the First Placing but
not the Second Placing Shares if Second Admission does not
occur.
Certain Conditions may be waived in whole or in part by the
Broker in its absolute discretion and the Broker may also agree in
writing with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
The Broker may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Broker, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make
as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing, each Placee
agrees that any such decision is within the absolute discretion of
the Broker.
Termination of the Placing
The Broker may terminate its obligations under the Placing
Agreement, in accordance with its terms, at any time prior to First
Admission and/or at any time prior to Second Admission if, inter
alia:
1. any statement contained in this Announcement or the Circular
has become or been discovered to be untrue, inaccurate or
misleading in any material respect or that there has been a
material omission therefrom;
2. any warranty given in the Placing Agreement was, when given,
untrue, inaccurate or has ceased to be, true, accurate or not
misleading, in any respect that the Broker considers (acting
reasonably) to be material in the context of the Placing;
3. the Company has failed or is unable to comply with its
obligations under the Placing Agreement, in any respect that the
Broker considers (acting reasonably) to be material in the context
of the Placing;
4. on the occurrence of certain material adverse change or force
majeure events which, in any such case, in the opinion of the
Broker, acting in good faith, would or would be likely to prejudice
materially the Company or the Placing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee, and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof, provided that if
any such termination occurs following First Admission, the First
Placing will have become effective and the Placees will have
received Placing Shares pursuant to the First Placing and
accordingly no monies paid by a Placee in relation to First Placing
Shares will be returned to them.
By participating in the Placing, each Placee agrees with the
Company and the Broker that the exercise by the Company, or the
Broker , of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Broker and that neither the
Company nor the Broker need make any reference to such Placee and
that none of the Broker, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
No admission document or prospectus
No offering document, admission document or prospectus will be
made available in connection with the matters contained or referred
to in this Announcement and no such document is required to be
published, in accordance with Regulation (EU) 2017/1129 (the
"Prospectus Regulation") or Regulation (EU) 2017/1129, as amended
and retained in UK law on 31 December 2020 by the European Union
(Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation"). Placees' commitments will be made solely on the basis
of the information contained in this Announcement and subject to
any further terms set forth in the contract note to be sent to
individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf irrevocably confirms, acknowledges,
agrees, represents, undertakes, and warrants with the Broker that
(save where the Broker expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained in this Appendix and that it has not relied on, and will
not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement;
2. it is a Relevant Person and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
a. it is a UK Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the UK Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale (i) to persons in
the United Kingdom other than UK Qualified Investors or (ii) to
persons in any Relevant Member State other than EU Qualified
Investors or (iii) in circumstances in which the prior consent of
the Brokers has been given to the offer or resale; or
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; or
iii. where Placing Shares have been acquired by it on behalf of
persons, other than EU Qualified Investors, in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation as having been made to such
persons;
4. in the case of a Relevant Person in a Relevant Member State
who acquires any Placing Shares pursuant to the Placing:
a. it is an EU Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5 of the
EU Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale (i) to persons in
the United Kingdom other than UK Qualified Investors or (ii) to
persons in any Relevant Member State other than EU Qualified
Investors or (iii) in circumstances in which the prior consent of
the Brokers has been given to the offer or resale; or
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; or
iii. where Placing Shares have been acquired by it on behalf of
persons, other than EU Qualified Investors, in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation as having been made to such
persons;
5. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the
United States (or any State or territory thereof), Australia,
Canada, Japan, New Zealand or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of the United States (or any State or territory
thereof), Australia, Canada, Japan, New Zealand or the Republic of
South Africa and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by
any of the Company, the Broker or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares or in any country or jurisdiction where any such action for
that purpose is required. In addition, the Placing Shares have not
been registered or otherwise qualified, and will not be registered
or otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of Australia, Canada, Japan, New Zealand or the
Republic of South Africa and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within Australia, Canada,
Japan, New Zealand or the Republic of South Africa or in any
country or jurisdiction where any such action for that purpose is
required;
7. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing, in or
into 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;
8. it is purchasing the Placing Shares for investment purposes
and not with a view to distribution or resale, directly or
indirectly, in or into the United States or otherwise in violation
of the United States securities laws, and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except (a)
outside the United States in an "offshore transaction" complying
with the provisions of Regulation S to a person outside the United
States and not known by the transferor to be a US Person or acting
for the account or benefit of a US Person, by pre-arrangement or
otherwise; or (b) to the Company or a subsidiary thereof;
9. it understands that the Placing Shares have not been and will
not be registered under the US Securities Act or with any state or
other jurisdiction of the United States and may not be reoffered or
resold except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act. It understands that the Company has no intention to register
the Placing Shares with the SEC or with any state securities
commission and the Company is under no obligation to assist it in
obtaining or complying with any exemption from registration;
10. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act;
11. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
12. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
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.
13. it and/or each person on whose behalf it is participating
(i) is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions; (ii)
has fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform and
honour its obligations in relation thereto on its own behalf (and
in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this
Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained
in this Announcement on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and the Broker for the
performance of all its obligations as a Placee in the Placing
(whether or not it is acting on behalf of another person);
14. unless otherwise agreed in writing with the Broker, it is
acquiring the Placing Shares for its own account or if it is
acquiring the Placing Shares on behalf of another person it
confirms that it exercises sole investment discretion in relation
to such other person's affairs and, in particular, if it is a
pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
15. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
16. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the EU Prospectus
Regulation, the UK Prospectus Regulation or the Prospectus
Regulation Rules; or (ii) has been or will be prepared in
connection with the Placing;
17. the Ordinary S hares are admitted to trading on AIM, and
that the Company is therefore required to publish certain
information in accordance with the AIM Rules, which includes a
description of the Placing and the PrimaryBid Offer (the "AIM
Information"), and that it is able to obtain or access the AIM
Information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
18. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that the Broker or any person
acting on the Broker's behalf may have conducted with respect to
the Company, the Placing or the Placing Shares; or (ii) any other
information given or any other representations, statements or
warranties made at any time by any person in connection with the
Admissions, the Company, the Placing, the Placing Shares or
otherwise;
19. none of the Broker, the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares or the
Company or any other person in addition to the information in this
Announcement; nor has it requested either of the Broker, the
Company, any of their respective affiliates, agents, consultants,
employees, directors or officers or any person acting on behalf of
any of them to provide it with any such information;
20. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither the Broker
nor any persons acting on behalf of it are responsible for or has
or shall have any liability for any information, representation,
warranty or statement, written or oral relating to the Company and
either contained in this Announcement or previously or concurrently
published by or on behalf of the Company. The Broker will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, the AIM Information or otherwise.
None of the Broker, the Company, nor any of their respective
affiliates, agents, consultants, directors, employees or officers
has made any representation or warranty to the Placee, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the information
in this Announcement or the AIM Information. Nothing in this
Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
21. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement. It has satisfied itself
that such information is still current and is all that it deems
necessary to make an investment decision in respect of the Placing
Shares;
22. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to the Broker for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement or the relevant contract note, failing which the
relevant Placing Shares may be placed with others on such terms as
the Broker may, in its absolute discretion, determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
23. it, or the person specified by it for registration as a
holder of the Placing Shares, will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and each of the
Broker in respect of the same on the basis that the Placing Shares
will be allotted to a CREST stock account of the Broker who will
hold them as nominee on behalf of such Placee (or the person
specified by it for registration as holder of the Placing Shares)
until settlement with it in accordance with its standing settlement
instructions;
24. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax
at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the
Placing Shares, is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment,
issue or delivery of Placing Shares would give rise to such a
liability;
25. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Broker has not approved this Announcement in its
capacity as an authorised person under section 21 of 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;
26. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and UK MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
27. none of the Broker, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them are making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of the Broker's rights and obligations
thereunder, including any rights to waive or vary any conditions or
exercise any termination right. Its participation in the Placing is
on the basis that it is not and will not be a client of the Broker
and the Broker has no duties or responsibilities to it for
providing the protections afforded to its clients or customers
under the rules of the FCA, and any payment by it will not be
treated as client money governed by the rules of the FCA;
28. the Broker and each of its respective affiliates, each
acting as an investor for its or their own account(s), may, in
accordance with applicable legal and regulatory provisions, bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Broker and/or any of
its affiliates, acting as an investor for its or their own
account(s). Neither the Broker nor the Company intends to disclose
the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
29. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or anywhere in
the EEA prior to the expiry of a period of twelve months from
Second Admission (or First Admission if Second Admission does not
occur), except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom for the purposes of
section 85(1) of the FSMA or the Prospectus Regulation Rules or an
offer to the public in any Relevant Member State within the meaning
of the EU Prospectus Regulation;
30. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
31. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
32. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
33. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company or cancelled or amended a
dealing in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company or cancelled or amended a dealing in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
34. in order to ensure compliance with the Regulations, the
Broker, for itself and as agent on behalf of the Company or the
Company's registrars may, in its absolute discretion, require
verification of the identity of any Placee. Pending the provision
to the Broker or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the Broker's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Broker's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity, the
Broker, for itself and as agent on behalf of the Company, or the
Company's registrars has not received evidence satisfactory to it,
the Broker and/or the Company may, at their absolute discretion,
terminate their commitment in respect of the Placing, in which
event the monies payable on acceptance of allotment will, if
already paid, be returned without interest, at the risk of the
relevant Placee, to the account of the drawee's bank from which
they were originally debited;
35. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Broker's
conduct of the Placing;
36. it has such knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
37. it irrevocably appoints any duly authorised officer of the
Broker 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 upon the terms of
this Announcement;
38. the Company, the Broker and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Broker on its own behalf and on behalf of the
Company and are irrevocable, and agrees that if any of the
representations and agreements deemed to have been made by it by
its subscription for Placing Shares are no longer accurate, it
shall promptly notify the Company and the Broker;
39. time is of the essence as regards its obligations under this
Appendix;
40. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Broker; and
41. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after-tax
basis and hold the Company, the Broker and each of their respective
affiliates, agents, consultants, directors, employees and officers
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 any of the acknowledgements, agreements,
representations, undertakings and warranties given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by the Broker, the Company or any of their respective
affiliates, agents, consultants, directors, employees or officers
arising from the performance of the Placee's obligations as set out
in this Announcement, and further agrees that the provisions of
this Appendix shall survive completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Broker shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and should notify the Broker
accordingly. In addition, Placees should note that they will be
liable for any capital duty or gains, 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 within or outside the United
Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing
Shares and each Placee, or the Placee's nominee, in respect of whom
(or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Broker in
the event that either the Company and/or the Broker have incurred
any such liability to such taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to the Broker for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Broker does not owe any fiduciary or other
duties to any Placee in respect of any acknowledgements,
agreements, indemnities, representations, undertakings or
warranties in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with the Broker, any money held in an account with the
Broker 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
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing 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 Placing 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 Placing will not
be admitted to trading on any market or other stock exchange other
than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEPPGRWGUPGGMP
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