TIDMIMMO
RNS Number : 0437P
Immotion Group PLC
05 February 2019
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THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
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Immotion Group plc
("Immotion Group", the "Company")
Contract Wins, Trading Update and Proposed Placing and
Subscription to raise approximately GBP3 million
Immotion Group plc, the UK-based immersive virtual reality
("VR") 'Out of Home' entertainment business, is pleased to announce
that, due to a range of successful developments and contract wins
detailed in the highlights below, the Company is carrying out a
fundraising to raise approximately GBP3 million, before expenses,
via the issue of an aggregate of approximately 50 million new
Ordinary Shares ("New Shares") at a price of 6 pence per share
("the Issue Price") (the "Fundraising"). It is intended that the
net proceeds of the Fundraising will be used to accelerate the
Company's growth plans.
WH Ireland Limited, Shard Capital Partners LLP and Leander
Capital Partners Limited are acting as joint brokers in relation to
the Fundraising (the "Joint Brokers"). The Company expects to issue
approximately 40 million new Ordinary Shares (the "Placing Shares")
via a conditional placing (the "Placing"). A placing agreement has
been entered into today between the Company and the Joint Brokers
in connection with the Placing (the "Placing Agreement").
Additionally, as part of the Fundraising, certain Directors,
either directly or through associated entities, and other
individuals (the 'Subscribers") have each entered into agreements
(the "Subscription Agreements") to subscribe for, in aggregate,
9,499,998 new Ordinary Shares (the "Subscription Shares") in the
Fundraising at the Issue Price (the "Subscription").
The Fundraising is subject to shareholder approval. The Placing
is being conducted, subject to the satisfaction of certain
conditions set out in the Appendix to this Announcement, through an
accelerated book-build process (the "Bookbuild"), which will be
launched immediately following this Announcement.
Operational and Trading Highlights
-- Following a successful trial, the Company has agreed with a
number of subsidiaries of Merlin Entertainments plc ("Merlin"),
encompassing the Lego Discovery Centre, LEGOLAND(R), and SeaLife
brands, a significant roll-out of the Immotion Group VR Cinematic
Platforms
-- Overall visibility on over 200 additional headsets, expected
to be installed through 2019. The majority of these are likely to
be Concessions, however some may be machine sales
-- A 15-month VR licence deal has been agreed for 12 VR
experiences - minimum annual revenue of GBP588k to be delivered to
Immotion Group for licensee to maintain exclusivity
-- Further VR Experience licence contract signed for Chinese
market - minimum revenue guarantees of GBP224k
-- Distribution agreement with Crown Leisure, the UK's largest
distributor of entertainment machines
-- Overall 2018 trading in line with market expectations
-- H2 2018 VR revenue in excess of GBP1m (H1 GBP0.1m) with more
than double the anticipated ImmotionVR headsets in place by
year-end 2018 (unaudited)
-- As at 31 December 2018, the Group had 106 ImmotionVR headsets
(10 locations in the UK) and 46 Concession headsets in operation at
7 locations
-- 58 ImmotionVR headsets (42 machines) were sold in the year
-- 12 VR content experiences developed in the year
-- Unaudited net current assets of GBP1m at 31 December 2018
Fundraising Highlights
-- Proposed Fundraising of approximately GBP3 million before
expenses at a price of 6 pence per share by way of a Placing and
Subscription
-- Placing being conducted through an accelerated book-build
process which will open with immediate effect following this
announcement
-- New Shares, assuming full take-up, will represent
approximately 20 per cent. of the Company's enlarged issued share
capital
-- The final number of Placing Shares will be agreed by the
Joint Brokers and the Company at the close of the Bookbuild, and
the result will be announced as soon as practicable thereafter.
-- The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of the Joint Brokers,
in consultation with the Company. The Placing is not
underwritten.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
-- Certain Directors, either directly or through associated
entities, and other individuals have indicated their intention to
subscribe for, in aggregate, 9,499,998 new Ordinary Shares.
Roll out of VR Cinematic Platforms - Merlin
Immotion Group is pleased to announce a significant expansion of
its relationship with Merlin, the world's second largest leisure
operator. Following a successful revenue share trial in Lego
Discovery Centres ("LDC") in Boston, USA and Manchester, U.K.,
Immotion Group and Merlin have agreed to continue the roll out of
its VR Cinematic Platforms across the majority of the LDC estate,
as well as a LEGOLAND hotel in Germany.
In addition, Merlin has also agreed to extend the relationship
to cover an initial trial in three Sea Life Centres, one based in
Germany and two based in Australia (subject to contract). The Sea
Life Centres will operate Immotion Group's 'subsea edutainment'
experiences. Subject to the trial results, the intention is to roll
the "Blue Ocean" VR cinematic experiences out across the wider Sea
Life estate, which currently numbers 49 Sea Life Centres. Talks
continue with Merlin regarding other opportunities.
In addition to the existing two LDC sites, each containing 8
headsets each, Immotion Group will install, subject to final
contract, a total of 42 new headsets across the LDC estate, 6 in
LEGOLAND Germany and 18 headsets in the three Sea Life trials,
taking the total headsets in operation on a revenue share basis
with Merlin to 82 by end of Q1 2019. In addition, LDCs in Asia have
purchased a further 6 machines (12 headsets) from Immotion Group,
making a total of 47 machines and 94 headsets in the Merlin
estate.
With the exception of the LDCs in Asia, which purchased the VR
Cinematic Platforms from Immotion Group, the Company operates on a
Concession basis with Merlin, sharing the revenue generated from
the operations. Immotion Group provides the equipment, content,
technical support and training, Merlin operates the platforms and
provides the locations.
Content Licensing Agreement
Following the development of a number of new VR experiences,
Immotion Group is pleased to announce the signing of two content
licensing agreements with LEKE VR, the Company's China-based VR
hardware supplier.
The first relates to the license of two pieces of content for
installation on development of two specific platforms. The Company
has agreed to license these experiences at GBP1,400 per headset,
with a minimum revenue guarantee to 31 March 2021 of GBP224,000 (14
months to 31 March 2020 - GBP67,000; 12 months to 31 March 2021 -
GBP157,000). This represents 80 headsets per platform. The
Directors believe the potential for these two platforms could be
considerable.
The second agreement is the licensing of 12 of Immotion Group's
VR experiences in territories not operated in by the Company
through to 31 March 2020. (All territories excluding the European
Union, including the UK, UAE and the USA). The Company has agreed
to grant exclusivity for these 12 experiences on the proviso that a
minimum annual revenue of 5m RMB (GBP588,000) is achieved, in which
case the licence would be extended to 31 March 2021.
The Company will receive 70 per cent of all revenue generated by
LEKE.
Agreement 1
Immotion Group will license to LEKE exclusively its Delta Zero
and Jinxed titles (together the "Titles") for use on specific
machines being developed by LEKE (or any machine with the same
functionality).
Delta Zero will be placed by LEKE onto a specified 360 Robot Arm
VR platform being developed by LEKE. Each robotic arm will have 4
VR headsets.
Jinxed will be installed on a "Dark Ride" being developed by
LEKE. Each 'ride car' on the Dark Ride is planned to have 8
headsets. The Dark Ride will comprise of multiple 'ride cars'.
For each headset on which a Title is installed, Immotion Group
will receive revenue of GBP1,400.
LEKE has guaranteed a minimum of 24 headsets for each Title (48
in total) in the period to 31 March 2020 (GBP67,200 revenue) and a
further 56 headsets per Title (112 in total) in year 2: GBP156,800
(less any excess over the minimum of 48 installed in year 1). This
would take minimum revenue received to GBP224,000 in aggregate.
If either target is not met then LEKE's licence will become
non-exclusive and LEKE is obliged to make up any shortfall.
Agreement 2
Immotion Group will license 12 VR experiences to LEKE for
installation on LEKE machines globally, with the exception of the
European Union (including the U.K); the USA and the U.A.E. LEKE
will be permitted in China to license the experiences to other
manufacturers of VR machines.
The licence will have an initial term of 15 months and will be
subject to automatic renewal on an exclusive basis for a further 12
months if in the initial term LEKE delivers to Immotion Group
revenue of not less than 5m RMB (GBP588,000 at an exchange rate of
GBP1=8.5 RMB).
Martin Higginson, CEO of Immotion Group, said:
"Our mantra has always been; 'Test, Roll-Out' and the extension
of the Merlin relationship to cover the majority of Lego Discovery
Centres, along with trials in three Sea Life Centres, is a
significant milestone for the Company. Endorsement from Merlin, one
of the largest entertainment operators in the world, underpins our
belief and confidence in our business model.
"The commercial success of our recent trials, which are being
converted into long-term agreements, has shown our ability to
deliver revenue for our partners. This, together with the positive
feedback from the paying public and the discussions we are having
with shopping malls and leisure operators around the world,
demonstrates that there is a growing demand for our superior out of
home immersive experiences.
"We are pleased to have agreed terms with Crown Leisure, the
UK's largest distributor of entertainment machines, relating to
machine sales of the Immotion Group's motion platforms. We believe
our offering will be attractive to leisure arcades and family
entertainment centres in Crown's key markets. We will now look for
similar arrangements in the USA.
"The significant increased demand from Concession Partners has
allowed the Company to undertake a fundraise to fuel this potential
growth. Longer term agreements with high quality leisure partners
will build visible, recurring revenues. As well as increasing our
installed Partner base, we are rolling-out more high-quality VR
content, which is key to opening doors with new operators. Notably,
the development of this high-quality content has allowed us to
secure our two content licensing agreements with LEKE VR, another
significant milestone for the Company.
"We believe we are well placed to take advantage of the
opportunities ahead of us, and remain extremely confident that
Immotion Group is set to become the leading out of home immersive
VR operator in the world. We look forward to providing further
updates on our progress as they develop."
Enquiries:
Immotion Group Martin Higginson Tel: +44 (0) 161 235
8505
WH Ireland Limited Adrian Hadden Tel: +44 (0) 207 220
(Nomad and Joint Broker) Jasper Berry 1666
Shard Capital Partners Damon Heath Tel: +44 (0) 207 186
LLP Erik Woolgar 9900
(Joint Broker)
Leander Capital Partners Alex Davies Tel: +44 (0) 207 195
Limited Hugh Kingsmill 1458
(Joint Broker) Moore
Newgate Communications Elisabeth Cowell Tel: +44 (0) 20 3757
(Financial PR) Robin Tozer 6880
Immotion@newgatecomms.com
Additional Information
The Fundraising
The Company is carrying out the Fundraising to raise
approximately GBP3 million, before expenses, via a conditional
placing of approximately 40 million Placing Shares and 9,499,998
Subscription Shares at a price of 6 pence per share.
The Issue Price represents a discount of approximately 26 per
cent to the closing mid-market price of Immotion's existing
ordinary shares of 8.1 pence on 4 February 2019 (being the last
business day prior to the announcement. The New Shares, based on
the minimum number of Placing shares being offered in the Placing,
will represent approximately 20 per cent. of the Company's enlarged
issued share capital.
WH Ireland Limited, Shard Capital Partners LLP and Leander
Capital Partners Limited are acting as agents for the Company and
have agreed to use reasonable endeavours to place a minimum of 40
million Placing Shares at the Issue Price with new and existing
investors. The final number of Placing Shares will be agreed by the
Joint Brokers and the Company at the close of the Bookbuild and the
result will be announced as soon as practicable thereafter. The
timing for the close of the Bookbuild and allocation of the Placing
Shares shall be at the discretion of the Joint Brokers, in
consultation with the Company. The Placing is not underwritten. The
Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
In connection with the Placing, the Company has entered into the
Placing Agreement with the Joint Brokers which contains customary
warranties given by the Company with respect to the Company's
business and customary indemnities given by the Company in respect
of liabilities arising out of or in connection with the
Placing.
Additionally, as part of the Fundraising the Subscribers have
entered into the Subscription Agreements to subscribe for, in
aggregate, 9,499,998 new Ordinary Shares in the Fundraising (a
total aggregate amount of GBP570,000 at the Issue Price). This
intention is not legally binding and any subscriptions by Directors
pursuant to the Fundraising will be announced through a Regulatory
Information Service. The Subscription Agreements contain customary
warranties given by the Subscribers with respect to the
Subscription.
The issue of the New Shares is conditional, inter alia, on the
passing by Shareholders of certain resolutions at the General
Meeting of the Company.
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM ("Admission"). On the
assumption that, amongst other things, Resolutions 1 and 2 are
passed by Shareholders at the General Meeting, it is expected that
Admission will become effective and that dealings in the New Shares
will commence at 8.00 a.m. on 5 March 2019 (being two business days
following the General Meeting).
Certain Directors, either directly or through associated
entities, are subscribing for, in aggregate, 1,666,666 new Ordinary
Shares in the Subscription (a total aggregate of GBP100,000 at the
Issue Price). Under the AIM Rules for Companies, the Directors'
participation constitutes a related party transaction. Nicholas
Lee, who is not participating in the Subscription, is an
independent Director for the purposes of this transaction and
considers, having consulted with WH Ireland, that the terms of
Directors' Subscription are fair and reasonable insofar as the
Shareholders are concerned.
Use of Proceeds
The Company intends that the net proceeds of the Fundraising
will be predominantly used to accelerate the Company's growth
plans, covering hardware (pre-dominantly for Concessions), content
development and operational cashflow.
At 31 December 2018, the Company had (unaudited) net current
assets of GBP1m (including cash of GBP0.7m).
Background to and reasons for the Fundraising
Immotion Group, the UK-based immersive VR 'Out of Home'
entertainment business, generates revenues through the delivery to
consumers of high quality "state of the art" VR experiences,
combined with cutting-edge motion platforms at affordable price
points through a range of channels.
The Directors believe that the Company's initial success in
securing major Concession Partners, the positive response to its
high-quality content, demonstrated by its recent content licensing
deal with its hardware supplier LEKE, a leading manufacturer of VR
equipment in China, and the public response to Immotion Group's VR
Experience Centres demonstrate the market potential for 'Out of
Home' VR and the Company's growing reputation in the sector.
Since the IPO in July 2018, the Company has made good progress
in its key channels to market and invested heavily in experience
creation and hardware for both ImmotionVR and its Concessions. As
at 31 December 2018, Immotion Group had:
-- 106 ImmotionVR headsets (10 locations) and 46 Concession headsets (7 locations) in operation
-- 58 ImmotionVR headsets (42 machines) were sold in the year
-- 12 VR content experiences developed in the year
-- US roll out initiated with first ImmotionVR Experience Centre
test site opened in LA and sales and Concession opportunities now
under active consideration
-- New major Concession Partnerships secured with Merlin, The
Rank Group plc in the UK and Al Hokair Group. The latter is the
Group's first major Concession relationship in the Middle East
Since IPO, the Company has developed and launched 9 new
proprietary VR experiences (bringing the current total to 12) and
has a number of further experiences in development for release
throughout 2019. The response to the new VR experiences has been
very positive and the Directors believe there is considerable
opportunity to monetise these not only for itself but to license
them to third parties. This is demonstrated by the signing of two
potentially significant agreements to license its experiences to
the Chinese market.
Whilst the Directors believe machine sales should continue to be
an important part of the Company's revenue mix, it is clear there
are some very large Concession Partner opportunities beyond the
Company's original expectations. Since the last trading update on 8
November 2018, the Company has been in advanced discussions with
several Concession Partners including Merlin relating to the
further roll out of machines to additional LEGOLAND(R) Discovery
Centres and other Merlin sites such as Sea Life as well as the Rank
Group in relation to potential new sites. The Directors believe
that this is an effective route to scale rapidly and build longer
term relationships and recurring revenue with major partners.
Immotion Group has successfully launched a number of its own
experience centres, under the ImmotionVR brand. This has allowed
the Company to develop a number of relationships with major leisure
operators, and shopping mall landlords. The Directors believe that
as traditional retailing suffers further, shopping mall landlords
will take further interest in offering leisure experiences to
consumers and that this will present opportunities for Immotion.
The Directors intend in the short term to grow ImmotionVR very
selectively and focus on optimising the Company's experience centre
offering. Immotion will pursue conversations with landlords and
other leisure and retail operators, with a view to identifying
opportunities in "competitive socialising" as well as within retail
and other leisure locations focused on gaming and e-gaming, where
they believe VR be a good fit, which could result in Concession or
machine sales opportunities.
With significant increased interest from Concession Partners, as
well as a desire to produce and monetise more VR experiences,
including a range of 'edutainment' VR experiences, the Company
wishes to strengthen its balance sheet so that it can capitalise
rapidly on the opportunities before it and build a leading position
in the 'Out of Home' VR market.
Following a period of considerable activity in 2018, the Company
will seek to streamline its operations in 2019 as it becomes more
focused, and will look for corresponding cost savings where
possible.
In addition to the operational and trading highlights above,
further details of these opportunities are included below.
ImmotionVR
ImmotionVR is the brand name for the Company's own VR experience
centres. These are located in high footfall retail and leisure
locations, and are operated by the Company. The Company now
operates in the following 11 locations.
Town/City Venue Headsets Date Opened
Birmingham Star City 13 Q3 2018
-------------------- --------- ------------
Bristol Cabot Circus 16 Q4 2017
-------------------- --------- ------------
Cardiff St David's 16 Q3 2018
-------------------- --------- ------------
Castleford Xscape 11 Q3 2018
-------------------- --------- ------------
Derby Intu 8 Q4 2018
-------------------- --------- ------------
Glasgow Intu - Braehead 12 Q1 2019
-------------------- --------- ------------
Los Angeles Thousand Oaks 6 Q3 2018
-------------------- --------- ------------
Manchester Intu - Arndale 8 Q3 2018
-------------------- --------- ------------
Newcastle Intu - Eldon Square 8 Q3 2018
-------------------- --------- ------------
Uxbridge Intu 8 Q4 2018
-------------------- --------- ------------
Wembley Designer Outlet 14 Q4 2018
Mall
-------------------- --------- ------------
Immotion has trialled a number of retail formats, pre-dominantly
in shopping malls (both primary and secondary), including both
centre aisle sites as well as stores. The Company's more mature
stores are trading profitably, and the Directors believe much has
been learnt about the factors likely to make a site successful and
as to consumer preferences. Consumer reviews of Immotion Group's
sites have been positive and the Directors are satisfied that there
is considerable consumer interest in experiencing 'Out of Home' VR.
The Directors focus will now be on refining the ImmotionVR
offerings, collecting further proof of concept data from existing
sites and the Group will consider roll out on a selective basis as
well as exploring new formats. The Company has a revenue target of
GBP250 - GBP300 per headset per week.
The Directors believe "competitive socialising" where
multiplayer gameplay (including VR) could be offered to groups in
an environment that also offers food and beverage represents an
interesting opportunity. The Company is in discussions to explore
this opportunity.
The Directors believe that between the UK, USA and Europe, the
potential market for ImmotionVR experience centres could support in
excess of 1,000 headsets. However, in the short term the focus of
the Company's investment will be in growing the Concession estate
and extending the Company's library of proprietary experiences,
which will benefit all the Company's channels to market, including
machine sales.
Concessions
The Concessions model enables the Company to work with
established high quality leisure operators with proven high
footfall leisure destinations. Immotion provides, at its own cost,
the VR motion platforms and experiences to the operator. The
operator will typically provide the site, staff and utilities, with
Immotion Group providing technical and other business support. The
parties share the revenue on a pre-agreed basis, typically
targeting a ratio of 50:50.
In addition to the roll-out of VR platforms to Merlin locations,
further notable Concession arrangements have been entered into with
the Rank Group in the UK. This will begin with a small number of
trial sites and will be rolled out further once initial test
results have been studied and the respective offerings
optimised.
A number of significant discussions are underway with other high
traffic leisure destinations.
Future Machine Sales
The Directors believe, from market intelligence gathered to date
that affordable, easy to use and "operator light" machines, with a
small "footprint" and quality experiences (including motion and/or
some interactivity) should be attractive to leisure arcades and
family entertainment centres in its key markets. The Directors
believe that the Group is well placed to meet these criteria.
Immotion Group recently exhibited at IAAPA, the world's largest
trade show for the attractions industry, in Florida, USA. The
Company's products (and its content in particular) were positively
received and allowed a very wide cross section of potential
customers to sample Immotion's VR experiences first-hand on its
motion platforms.
The Company is following up the leads and additionally intends
to appoint a distributor network across the UK and USA to target
the arcade and FEC markets and to deal with the logistics of
deliveries, installs and any repairs and maintenance. The Company
will provide the necessary marketing collateral to support the
sales process.
The Company has refined its proposition for experience sales and
will now focus on offering its motion and other platforms with
pre-loaded experiences sold on a "life of machine" licence, thus
monetising content at the point of sale. Immotion Group will then
offer new releases (including seasonal titles - e.g. Halloween;
Christmas) to existing customers with machines already installed in
return for additional payments.
The Company is in the process of appointing established industry
distributors to sell, install and repair in both the UK and USA
markets. This will allow the Company to focus on product and
content development and additionally should allow the Company to
save overhead costs associated with distribution, such as warehouse
rents. To this end, the Company has agreed terms with Crown Leisure
as exclusive distributor for the UK market focussing on sales to
arcades and family entertainment centres.
The Company's range of motion platforms currently retails on
average for c.GBP15,000 per headset depending on machine and
content. The Directors believe this allows sufficient margin for
both the Company and its distributors and a competitive price in
the market place.
Experiences
Immotion Group has invested heavily in developing high quality
content which the Directors believe is amongst the best in the 'out
of home' VR market. The Directors believe that this offers
competitive advantage in a market currently characterised by what
the Directors regard as poor quality content, particularly for
motion platforms. To date, the Company has developed considerable
expertise in marrying the motion platforms and the content to
provide safe and fun immersive experiences.
The Company will focus on developing a smaller number of
experiences this year. Further experience development under
consideration for 2019 will include sub-sea, space and dinosaur
experiences as well as interactive experiences. The Company
believes that these will appeal to a large number of leisure
destinations including aquariums, zoos, museums as well as other
family orientated leisure venues.
Since IPO, Immotion Group has released or is developing a number
of new proprietary VR experiences as follows:
Click on, or paste, the following link into your web browser to
view the associated PDF. This includes images and descriptions of
the new VR experiences.
http://www.rns-pdf.londonstockexchange.com/rns/0437P_1-2019-2-4.pdf
A number of further experiences are in different stages of
development for release later in H1 2019.
Immotion Group aims to produce the highest quality VR
experiences in the 'Out of Home' market. Its ability to produce CGI
experiences, live action, or a mix of the two has been very well
received by consumers and business partners alike.
Whilst content is produced primarily for Immotion Group's own
product range and VR Experience centres, the Company has begun to
explore the potential to monetise the content with third parties.
Immotion Group has signed two potentially significant agreements to
license its experiences to the Chinese market. Licensing
opportunities could provide the Company with the opportunity to
build an "annuity" revenue stream that would impact the bottom line
directly.
In addition, Immotion Group has ongoing discussions with other
VR territories, and a number of operators and suppliers of
traditional 4D rides. The Company is exploring the opportunity to
utilise its content either in existing 4D experiences (without VR)
or as part of new VR experiences to be offered in locations
currently offering traditional 4D experiences, such as theme
parks.
Reasons for the Fundraising
Immotion Group has considerable growth opportunities, as
outlined above, and the Directors believe that it needs to be well
capitalised to take advantage of these. By investing in the
Company's proprietary content; refining the product offering and
growing the installed base of machines through the various
channels, the Company can position itself as a true leader in this
fast-growing sector.
The Concert Party
The members of the Concert Party (as defined in the Company's
Admission Document, published on 12 July 2018) currently hold
136,363,003 Existing Ordinary Shares and hold share options over
11,008,750 Ordinary Shares, representing 71.41 per cent. of the
current entire issued fully diluted share capital of the Company.
On a non-diluted basis, the Concert Party's holding represents
69.80 per cent. Immediately following Admission and assuming the
issue of all of the Placing Shares and Subscription Shares, the
members of the Concert Party will hold, in aggregate 60.31 per
cent. of the Enlarged Share Capital on a diluted basis and 58.53
per cent. of the Enlarged Share Capital on a non-diluted basis.
Circular and Notice of General Meeting
The Company expects to publish a circular (the "Circular") in
due course in connection with the Placing, which will contain a
notice convening the General Meeting in order to approve certain
matters necessary to implement the Placing.
A copy of the Circular will be made available on the Company's
website https://immotion.co.uk/.
The General Meeting is expected to be convened for 10 a.m. on 1
March 2019 and will take place at WH Ireland Limited, 24 Martin
Lane, London, EC4R 0DR. The actions that Shareholders should take
to vote on the Resolutions will be set out in the Circular to be
posted in due course, along with the recommendations of the
Directors.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
**S**
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE BROKERS, ("QUALIFIED INVESTORS") AS
DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH
MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT 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 JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN 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 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR 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. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
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 or the South African Reserve
Bank; 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,
the Republic of Ireland 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, the Republic of Ireland, the Republic of South
Africa or any other jurisdiction in which such offer, sale, resale
or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (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 Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Brokers
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
WH Ireland, Shard or Leander confirms to such Placee its allocation
of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Brokers and the Company have entered into a Placing
Agreement, under which the Brokers have, on the terms and subject
to the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for approximately 40 million
Placing Shares. It is expected that the Placing will raise, in
aggregate, up to approximately GBP2.5 million in gross proceeds at
a price of 6 pence per share ("Placing Price") with up to
approximately 40 million Placing Shares expected to be issued. The
Placing is not being underwritten by the Brokers or any other
person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Brokers and a
further announcement confirming these details will be made in due
course.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under IMMO with ISIN
GB00BD5JRP64.
Application for admission to trading
Application has been made to London Stock Exchange for admission
to trading of the Placing Shares on AIM. It is expected that
settlement of any such shares and Admission will become effective
on or around 5 March 2019 and that dealings in the Placing Shares
will commence at that time.
Bookbuild
The Brokers will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Brokers and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing are as
follows:
1 The Brokers are arranging the Placing as agent for, and broker of, the Company.
2 Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Brokers. The Brokers are entitled to participate in the Placing
as principal.
3 The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be agreed between the
Brokers and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
4 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland, Shard or
Leander. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for or purchase at the
Placing Price. Bids may be scaled down by the Brokers on the basis
referred to in paragraph 8 below.
5 The timing of the closing of the Bookbuild will be at the
discretion of Brokers. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its absolute discretion.
6 Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland, Shard or Leander following the close of
the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. WH Ireland, Shard or
Leander's oral or emailed confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of WH Ireland, Shard or Leander
and the Company, under which it agrees to acquire by subscription
the number of Placing Shares allocated to it at the Placing 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 WH Ireland, Shard or Leander's consent,
such commitment will not be capable of variation or revocation.
7 The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
8 Subject to paragraphs 4 and 5 above, WH Ireland, Shard or
Leander may choose not to accept bids and/or to accept bids, either
in whole or in part, on the basis of allocations determined at
their discretion (after consultation with the Company) and may
scale down any bids for this purpose on such basis as it may
determine. WH Ireland, Shard or Leander may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company, allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time.
9 A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and except with WH Ireland, Shard or Leander's consent will not be
capable of variation or revocation from the time at which it is
submitted.
10 Except as required by law or regulation, no press release or
other announcement will be made by the Brokers or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12 All obligations of the Brokers under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13 By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14 To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, none of the Brokers nor
any of their affiliates shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise
whether or not a recipient of these terms and conditions) in
respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Brokers and their affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, none of the Brokers nor any of
their affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Brokers' conduct of the Placing.
Conditions of the Placing
The Brokers obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
1 the Shareholders passing new authorities to allot and issue
the Placing Shares and disapply pre-emption rights at the General
Meeting;
2 the release of the Announcement to a Regulatory Information
Service by no later than 8 am on 6 February 2019;
3 the application and all other documents required to be
submitted with the application being delivered to the London Stock
Exchange not later than 8 am on 4 March 2019;
4 the delivery by the Company to the Brokers of certain
documents required under the Placing Agreement;
5 the publication of an announcement announcing the results of
the Placing through a Regulatory Information Service by no later
than 4.30 pm on 1 March 2019 (or such later time and/or date as may
be agreed in writing between the Company and the Brokers);
6 the Company having fully performed their obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
7 none of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading in any respect at any time
between the date of the Placing Agreement and Admission and no fact
or circumstance having arisen which would render any of the
warranties untrue or inaccurate or misleading in any material
respect if it was repeated as at Admission;
8 the posting by no later than 6 February 2019 (by first class
pre-paid mail) of the Notice of General Meeting to Shareholders and
such other persons (if any) entitled to receive the Notice of
General Meeting in accordance with the Company's articles of
association;
9 the issue and allotment of the Placing Shares, conditional
only upon Admission, by 5 March 2019 or such later time as may be
agreed between the Company and the Brokers, not being later than 25
March2019;
10 Admission taking place no later than 8 am on 5 March 2019; and
11 the Placing Agreement not having been terminated by any of the Brokers.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Brokers by the respective time or
date where specified (or such later time or date as the Brokers may
notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Brokers may, at their discretion and upon such terms as they
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the condition relating to Admission taking place may not
be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Brokers, the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they 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
Brokers.
Right to terminate the Placing Agreement
The Brokers are entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia, if before
Admission:
1 the Company are in breach of any provision of the Agreement,
or with the requirements of any laws or regulations (including the
Market Abuse Regulation and the AIM Rules) in relation to the
Placing;
2 A Broker becomes aware of any circumstance which results in a
breach of any of the warranties given in the Placing Agreement when
given at the date of the Placing Agreement or which results in or
might in the opinion of the Brokers result in a breach of any of
the warranties when deemed given;
3 the appointment of any of the Brokers as agent of the Company
is terminated for whatever reason;
4 it should come to the notice of the Brokers that any statement
contained in any of the Placing Documents (as defined in the
Placing Agreement) is untrue, inaccurate or misleading which the
Brokers (acting reasonably) considers to be material or that
matters have arisen which would, if the Placing Documents were
issued at that time, constitute an omission therefrom which the
Brokers (acting reasonably) consider to be material, and such
matter may not, in the opinion of the Brokers (acting reasonably)
be addressed by the publication of a further document or the making
of an announcement;
5 in the opinion of the Brokers (acting in good faith) any
material adverse change in the financial or trading position or
prospects of the Company or any Group Company has or will
occur;
6 the application is refused by the London Stock Exchange;
7 a suspension of trading in securities generally on the London
Stock Exchange or trading is limited or minimum prices established
on such exchange; or
8 an event or other matter (including, without limitation, any
change or development in economic, financial, political, diplomatic
or other market conditions or any change in any government
regulation) has occurred or is likely to occur which, in the
opinion of the Brokers acting in good faith, is (or will be if it
occurs) likely materially and prejudicially to affect the financial
position or the business or prospects of the Company or otherwise
makes it impractical or inadvisable for the Brokers to perform
their respective obligations under the Placing Agreement; for these
purposes 'market conditions' includes conditions affecting
securities in the business sector in which the Company operates and
conditions affecting securities generally.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Brokers of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Brokers and that the Brokers need not
make any reference to Placees in this regard and that neither the
Brokers nor any of their respective affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the business and financial information that the Company is
required to publish in accordance with the AIM Rules (the "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company or the Brokers or any
other person and neither the Brokers, the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Brokers, the Company or their respective
officers, directors, employees or agents. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Brokers
are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the relevant Broker, stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee (in GBP) and a form of confirmation in relation to
settlement instructions.
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 WH Ireland, Shard or Leander in accordance with the
standing CREST settlement instructions which they have in place
with WH Ireland, Shard or Leander.
Settlement of transactions in the Placing Shares (ISIN:
GB00BD5JRP64) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Brokers reserve
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 5 March 2019 in
accordance with the instructions set out in the form of
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of 4 percentage points above the prevailing LIBOR
as determined by W.H. Ireland Limited.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Brokers may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for WH Ireland, Shard or Leander's account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify WH
Ireland, Shard and/or Leander on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on WH Ireland, Shard or
Leander such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which WH Ireland,
Shard or Leander lawfully takes in pursuance of such sale. Legal
and/or beneficial title in and to any Placing Shares shall not pass
to the relevant Placee until it has fully complied with its
obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Brokers nor the Company
will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to each Broker (for itself and on
behalf of the Company):
1 that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2 that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3 that the exercise by the Brokers of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Brokers and the Brokers need not have any reference to it
and shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Brokers or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4 that these terms and conditions represent the whole and only
agreement between it, the Brokers and the Company in relation to
its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Exchange Information, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares. Each Placee agrees that neither the
Company, the Brokers nor any of their respective officers,
directors or employees will have any liability for any such other
information, representation or warranty, express or implied;
5 that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or 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 any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
6 that neither it nor, as the case may be, its clients expect
the Brokers to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Brokers are not acting for it or its clients, and that
the Brokers will not be responsible for providing the protections
afforded to customers of the Brokers or for providing advice in
respect of the transactions described herein;
7 that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither any of the Brokers or the Company nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement, the Presentation or the Publicly
Available Information; nor has it requested any of the Brokers, the
Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information
8 that it is: (i) unless otherwise agreed in writing with the
Brokers, located outside the United States and is not a US person
as defined in Regulation S under the Securities Act ("Regulation
S") and is subscribing for and/or purchasing the Placing Shares
only in "offshore transactions" as defined in and pursuant to
Regulation S, and (ii) it is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S or by means of any form of "general
solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9 that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
10 that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in the Announcement, Presentation and
Publicly Available Information, such information being all that it
deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on the
Announcement, Presentation and Publicly Available Information;
11 that none of the Brokers or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information.
12 that, unless specifically agreed with the Brokers, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13 that it is not a national or resident of Canada, Australia,
Ireland, South Africa or Japan or a corporation, partnership or
other entity organised under the laws of Canada, Australia, the
Republic of Ireland, the Republic of South Africa or Japan and that
it will not offer, sell, renounce, transfer or deliver, directly or
indirectly, any of the Placing Shares in Canada, Australia, the
Republic of Ireland, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, the
Republic of Ireland, the Republic of South Africa or Japan and each
Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, the Republic of Ireland, the Republic South Africa or
Japan;
14 that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15 that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
16 that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Brokers or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17 that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18 that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Brokers;
19 that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
20 that, unless otherwise agreed by the Brokers, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
21 that, unless otherwise agreed by the Brokers, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
22 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
23 that any money held in an account with any of the Brokers (or
their nominee) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from the Brokers (or their nominee's) money in
accordance with such client money rules and will be used by the
Brokers in the course of its own business and each Placee will rank
only as a general creditor of the Brokers;
24 that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
25 that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26 that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
27 that it appoints irrevocably any director of a Broker as its
agent for the purpose of executing and delivering to the Company
and/or its registrars any document on its behalf necessary to
enable it to be registered as the holder of the Placing Shares;
28 that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
29 that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Brokers nor the Company has considered its particular objectives,
financial situation and needs;
30 that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
31 that it will indemnify and hold the Company and the Brokers
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Brokers will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Brokers and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Brokers for itself and
on behalf of the Company and will survive completion of the Placing
and Admission;
32 that time shall be of the essence as regards obligations pursuant to this Appendix;
33 that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Brokers to provide any legal, financial, tax or
other advice to it;
34 that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Brokers shall
notify it of such amendments;
35 that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (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 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 and has
obtained all governmental and other
consents (if any) which may be required for the purpose of, or
as a consequence of, such purchase, and it will provide promptly to
the Brokers such evidence, if any, as to the identity or location
or legal status of any person which the Brokers may request from it
in connection with the Placing (for the purpose of complying with
such Regulations or ascertaining the nationality of any person or
the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by the Brokers on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be subscribed for and/or purchased by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as the Brokers may decide in its absolute discretion;
36 that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Rules made by the FCA pursuant to
Commission Regulation (EC) No. 809/2004;
37 that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party;
38 that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, 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 Brokers in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
39 that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Brokers;
40 that the Brokers owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
41 that the Brokers or any of their respective affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares;
42 that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
43 that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Brokers and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to each Broker for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Brokers.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for 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 subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Brokers will be responsible, and
the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Brokers in the event that any of the
Company and/or the Brokers have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Brokers
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Brokers or by any of their respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
"Announcement" this announcement (including the Appendix
which forms part of this announcement)
"Bookbuild" the accelerated bookbuilding to be conducted
by WH Ireland, Leander and Shard pursuant
to the Placing Agreement and this Announcement
------------------------------------------------
"Brokers" WH Ireland, Shard and Leander and each
a "Broker"
------------------------------------------------
"EEA" the European Economic Area
------------------------------------------------
"Group Company" the Company and its existing subsidiaries
and subsidiary undertakings
------------------------------------------------
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU)
(incorporating the technical standards,
delegated regulations and guidance notes,
published by the European Commission,
London Stock Exchange, the FCA and the
European Securities and Markets Authority)
------------------------------------------------
"Presentation" the investor presentation to prospective
Placees relating to the Group and its
business
------------------------------------------------
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of
the Company on or prior to the date of
this Announcement
------------------------------------------------
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
------------------------------------------------
"Securities Act" the United States Securities Act of 1933,
as amended
------------------------------------------------
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.
END
MSCDGGDDDDGBGCS
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