TIDMIMMO
RNS Number : 1102H
Immotion Group PLC
30 July 2019
THE INFORMATION IN THIS ANNOUNCEMENT, WHICH INCLUDES CERTAIN
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COMPANY OPERATES) THAT COULD CAUSE THE ACTUAL PERFORMANCE OR
ACHIEVEMENTS ON THE COMPANY TO BE MATERIALLY DIFFERENT FROM SUCH
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30 July 2019
Immotion Group plc
("Immotion Group", "Immotion", the "Company" or the "Group")
Strategy Update
Proposed Placing of new ordinary shares to raise approximately
GBP2.0 million
Proposed broker option to raise up to GBP0.5 million
Immotion Group, the UK-based immersive virtual reality ("VR")
out-of-home entertainment group, announces, following the success
of its recent VR installations into a range of high quality
partners ("Partners"), that it has decided to focus its strategy
predominantly on the roll out of its Partnership Model into high
footfall locations. The visibility of higher margins and recurring
revenues delivered from this model is, the Directors believe, the
best strategy for the Group and its shareholders. To support this
strategy, the Company is carrying out a fundraising to raise
approximately GBP2.0 million, before expenses, via the issue of an
aggregate of approximately 29.6 million new Ordinary Shares
("Placing Shares") at a price of 6.75 pence per share ("the Placing
Price") (the "Placing").
WH Ireland Limited and Alvarium Capital Partners are acting as
joint brokers in relation to the Placing (the "Brokers") and
furthermore, the Company has authorised the Brokers to raise up to
a further GBP0.5 million through a broker option (the "Broker
Option"), (together with the Placing, the "Fundraising") in order
to allow existing and other investors to participate in the
Fundraising. Ordinary Shares issued under the Broker Option will
also be issued at the Placing Price and will therefore be limited
to approximately 7.4 million new Ordinary Shares (the "Broker
Option Shares"), expected to close by 5.00 p.m. on 30 July 2019. It
is intended that the net proceeds of the Fundraising will be used
to accelerate the Company's growth plans under the revised
strategy. A placing agreement has been entered into today between
the Company and the Brokers in connection with the Fundraising (the
"Placing Agreement").
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
-- Currently the Group has a total installed base of 237 headsets;
-- 34 new headset installs agreed across Madame Tussauds,
Washington DC; two Legoland Discovery Centres; and two Al Hokair
sites in the Middle East;
-- A further 118 headsets installs agreed subject to contract,
expected to be installed through the remainder of 2019;
-- Based on current headset yields, the Directors expect overall
monthly EBITDA breakeven at c.410 installed headsets (expected Q1
2020);
-- Strong revenue per headset performance in the Partner venues being driven by sector focus;
-- Launch of 'Underwater Explorer', 'Thrill Coasters' and 'Raw Data' themed VR stands;
-- Strong demand and enquiries from both existing and new high
footfall leisure destination Partners;
-- Roll-out of the Company's VR Cinematic Platforms with Merlin
Entertainments plc ("Merlin"), now encompassing the Legoland
Discovery Centre, LEGOLAND(R), Sea Life, and Madame Tussauds
locations with 70 headsets now installed; and
-- ImmotionVR, the Company's own VR operations, now also
includes a partnership-based model focusing on high footfall
leisure destinations, such as The O2, Soar Centre in Glasgow, and
Star City in Birmingham.
Fundraising Highlights
-- Proposed Fundraising of up to approximately GBP2.5 million
before expenses at a price of 6.75 pence per share by way of a
Placing and Broker Option.
-- Placing being conducted through an accelerated book-build
process which will open with immediate effect following this
Announcement.
-- The Placing Shares and Broker Option Shares ("New Ordinary
Shares"), assuming full take-up of the Placing and Broker Option,
will represent approximately 13 per cent. of the Company's enlarged
issued share capital.
-- The final number of Placing Shares will be agreed by the
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 Brokers, in
consultation with the Company. The Fundraising is not
underwritten.
-- The Broker Option is expected to close by 5.00 p.m. on 30 July 2019.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Fundraising.
Background and Current Strategy
Immotion Group was established to exploit the 'Out-of-Home' VR
immersive entertainment market. Since inception, it has developed
an extensive range of both CGI and live-action experiences, all of
which operate on the Company's proprietary Content Management and
Reporting System. Immotion's core offering provides virtual reality
experiences to be enjoyed on sophisticated motion platforms
delivering a truly engaging and immersive experience.
In addition to the Company's own consumer-facing VR operation,
ImmotionVR, the Company has thus far offered its solutions to third
parties via both a straight sales model, as well as a revenue share
model with Partners ("Partnership Solution" or "Partnership
Model"). In addition, the Company has also used its CGI studio to
offer the development of VR experiences for major brands, as well
as licensing its own experiences into countries where it doesn't
operate.
Over the past year the Company has experienced positive feedback
from its existing Partners as well as new potential Partners. Its
innovative Partnership Model has been well received in what is a
fast growing, but still nascent market.
The Partnership Model developed by the Company allows high
footfall leisure destinations to embrace VR, adding both consumer
value as well as ancillary revenue to these locations. The decision
process for the Partner moves from a prolonged capital investment
decision to a simple operating decision, thus speeding up the
decision process considerably.
Feedback from Partners in regard to the Partnership Model has
been very positive, with demand demonstrating a strong appeal of
this model as opposed to the straight sales model. Consequently,
the Company has taken the decision to focus on its Partnership
Solution.
The Directors believe the Partnership Model, in terms of both
experiences and hardware, allow Partners to enter the early stage
VR market with confidence. This underpinned with the Company's
proprietary Content Management and Reporting System allows
Partners, big and small, the ability to upload remotely new
experiences, as well as see 'real-time' data on usage and revenues
and to receive remote support from Immotion Group.
The Company has seen very encouraging results in the Partner
sites generally with the aquaria sites outperforming all others.
This has led the Company to conclude that it should develop
solutions for a number of high footfall "edutainment" destinations
such as aquaria, zoos, science centres and museums. Initial efforts
have focused on aquaria and this has now begun to gain significant
traction with experiences now in 7 major aquaria locations and many
further discussions ongoing. The year to date average total gross
revenue per headset per month of c.GBP2,100 in the aquaria sector
is performing 1.6x that of the historic headset averages across the
Partner estate and delivers an annual margin per headset of
GBP12,000.
The average annual gross revenue and average annual blended
contribution margin to Immotion Group, including the ImmotionVR
estate is per headset, across the continuing estate, running
currently at c.GBP16,300 (or GBP1,356 per month) and c.GBP7,000 per
annum (or GBP583 per month) respectively. On a Partner only basis,
excluding the ImmotionVR own retail sites, based on year to date
performance, this gross average revenue per headset increases to
circa GBP18,200 per annum (GBP1,517 per month). At the current
level of fixed operating costs (net of commercial contract work) of
GBP240,000 per month this implies a monthly breakeven level of
c.410 headsets assuming the margin contribution of GBP583 per
month.
The Directors believe that there is scope for the overall
average revenue per headset to grow significantly, driven by a
number of factors. The mix of sites is expected to grow in favour
of Partner sites and stronger performing vertical channels within
that (such as aquaria) as noted above. Furthermore, the Company is
developing new marketing and selling tools to support Partners in
growing revenue. Additionally, H2 19 should yield better
performance as there are a greater number of school and other
holidays in H2 in USA and Europe.
The Directors believe the focus on the Company's growing
Partnership Model will deliver greater shareholder value as it
builds these recurring revenue streams. The number of quality
Partners such as The O2, Al Hokair, Merlin Entertainments, Shedd
Aquarium and Santa Barbara Zoo to name but a few, all of whom are
already enjoying the benefits of this model, continues to grow
rapidly. With over 34 new headsets contracted, and due to be
installed in the coming weeks, along with a further 118 agreed,
subject to contract, this gives the Company visibility to c.389
installed headsets.
As noted in the final results announcement on 3 April 2019,
whilst there is demand for direct hardware sales in the VR market
and the Directors recognise the positive impact in the financial
year in which these sales are recognised, and that they do aide
cashflow, this does not in the Directors' view outweigh the
benefits of building Partner relationships with longevity and
recurring revenue.
On balance, the Company believes due to the "one-off"
transaction revenue nature of direct sales, the competitive
landscape in a nascent market, the lead-times to gain decisions
from prospective customers as well as the margins achievable of
c.GBP2,500 per headset for a direct sale of hardware, makes the
Partnership Solution considerably more appealing for the Group and
its shareholders as a whole in the long-term.
The innovative Partnership Model provides a collaborative
business relationship for both the Partner and the Group. The
decision process for the partner is much easier, and with on-going
segmental focus the Directors believe the Company can continue to
drive revenue per headset up delivering added benefits for both
parties.
The revenue share Partner Model drives recurring revenues for
both parties and with a contribution to the Group of c.GBP21,000
over the 3-year expected life of a VR Cinematic Platforms, the
Directors believe it is a better route for the Company and its
shareholders. Furthermore, the potential to grow these margins with
better utilisation will further improve margins for the Company, as
well as delivering a greater revenue share for Partners.
The Group currently has an installed base of 237 headsets, 118
of these headsets are operated by the Company's own staff, with the
balance operated by our Partners' staff. The Group's contracted and
subject to contract pipeline is currently for a further 34 and 118
headsets respectively, which are expected to be installed
throughout the remainder of 2019. The Directors are targeting an
installed base of 1,000 headsets by the end of 2020.
Based on current contribution per headset and the current costs
of operation, the Directors believe the Group will reach EBITDA
breakeven when approximately 410 headsets are installed, and the
Directors expect this to be achieved in Q1 2020.
The move to a Partnership Model will help the Company build a
recurring revenue stream which the Directors believe will benefit
the Group in future years as well as drive the Group to EBITDA
breakeven. The short-term impact of the focus on the Partnership
Model will be lower expected revenue for the 2019 financial year,
as the forecast "one-off" revenue from direct sales are exchanged
for recurring revenues with Partners. As the number of Partners
increases, and the volume of recurring revenues increases, the
revenue and profit potential for future years will not only
increase substantially but will also be much more predictable.
As a direct result in the decision to focus on the 'Partnership
Model' strategy the Directors have reviewed its forecasts for the
year and the timing of pipeline of orders that support those
forecasts. The immediate consequence of this strategy is the
reduction in both top-line revenue and profit from the sale of
machines, this combined with an increased overhead cost as the
Company focuses its efforts on engaging quality Partners will
result in lower revenue and EBITDA for 2019. As a result of this
the Directors now expect the Group's EBITDA loss (excluding one off
and exceptional items) for the current financial year to remain
broadly in line with the year ended 31 December 2018.
Once the breakeven level of installations has been achieved, the
contribution from each new installation flows predominantly to the
bottom line. The Directors believe, assuming continued interest
from partners, this model will be highly profitable in the medium
to long term and is very scalable.
The Company has invested heavily in building a range of
experiences, along with its proprietary Content Management and
Reporting System and a range of themed motion platform VR
offerings. This combination, along with its unique business model
has enabled it to secure a range of quality leisure partners
operating in high footfall locations. As the business continues its
roll-out and approaches the 'tipping point', the Directors believe
the impact in the medium to long term will be beneficial to
shareholders and that the Group is well placed to take advantage of
the opportunities ahead, to become a leading out-of-home immersive
VR operator.
Martin Higginson, CEO of Immotion Group, said:
"Since inception we have invested heavily in building a range of
VR experiences, the quality of which has not been seen before at
affordable price points in the 'out-of-home' VR market. This fact,
combined with our proprietary reporting software, themed stands and
on-going investment in VR motion platforms has positioned us well
in this nascent market."
"However, it has been our determination to create a new and
exciting business model that has and will define us. Creating a
Partnership Solution where we work together with high footfall
leisure locations to provide them with not only a new and
interesting attraction, but also a valuable ancillary revenue
stream has transformed our business. Demand from high quality
aquaria partners is very strong and we are beginning to see demand
from other verticals."
"Our continued focus in creating not only the right environment
as well as VR experience for our partner, is starting to show
encouraging signs with revenues in our Partner estate growing
strongly. The performance of our aquaria partners is particularly
strong and the Directors see this as a highly scalable, potentially
global opportunity."
"As we move closer to EBITDA breakeven, this tipping-point
business is poised for substantial growth. Our offering is unique,
our experiences are the best in class, and our list of quality
partners just gets better every day. With an offering that benefits
our partners as much as us, we believe this model will allow us to
lead this new and exciting market."
Enquiries:
Immotion Group Martin Higginson Tel: +44 (0) 161
235 8505
WH Ireland Limited Corporate Finance: Tel: +44 (0) 207
(Nomad and Joint Broker) Adrian Hadden 220 1666
Jessica Cave
Sales / Corporate
Broking:
Hayley Richardson
David Kilbourn
Alvarium Capital Partners Alex Davies Tel: +44 (0) 207
(Joint Broker) Hugh Kingsmill Moore 195 1458
Shard Capital Partners Damon Heath Tel: +44 (0) 20
LLP Erik Woolgar 7186 9900
(Joint Broker)
Additional Information
The Fundraising
(i) The Placing
The Company is carrying out the Placing to raise approximately
GBP2.0 million, before expenses, via a placing of approximately
29.6 million Placing Shares at a price of 6.75 pence per share.
The Brokers are acting as agents for the Company and have agreed
to use reasonable endeavours to place approximately 29.6 million
Placing Shares at the Placing Price with new and existing
investors. The final number of Placing Shares will be agreed by the
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 Brokers, in consultation
with the Company.
(ii) The Broker Option
The Company has also granted the Brokers the Broker Option to
raise up to a further GBP0.5 million before expenses through the
issue of up to approximately 7.4 million Broker Option Shares at
the Placing Price in order to allow existing and other investors to
participate in the Fundraising.
The Broker Option may be exercised by the Brokers between 8.00
a.m. on 30 July 2019 and closing by 5.00 p.m. on 30 July 2019 and,
if exercised in full, shall require the Company to issue up to 7.4
million Broker Option Shares. The exercise of the Broker Option
shall be at the discretion of Brokers and the Company, there is no
obligation to exercise the Broker Option.
The Placing Price represents a discount of approximately 14 per
cent to the closing mid-market price of Immotion's existing
Ordinary Shares of 7.85 pence on 29 July 2019 (being the last
business day prior to this announcement). The New Ordinary Shares,
based on the minimum number of Placing Shares being offered in the
Placing, will represent approximately 13 per cent. of the Company's
enlarged issued share capital. The Fundraising is not underwritten.
The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Fundraising.
In connection with the Fundraising, the Company has entered into
the Placing Agreement with the 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
Fundraising.
The Placing Shares and the Broker Option Shares (if any), when
issued, will be fully paid and will rank pari passu in all respects
with the existing Ordinary Shares.
Application will be made for the Placing Shares and the Broker
Option Shares (if any) to be admitted to trading on the AIM market
("AIM") of London Stock Exchange plc (the "London Stock Exchange")
and Admission is expected to take place on or before 8.00 a.m. on
Monday 5 August 2019.
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 purchases (pre-dominantly for Partners),
content development and operational cashflow.
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 AND BROKER OPTION
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 OR THE BROKER OPTION. 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
BROKER OPTION 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 NEW ORDINARY
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 New Ordinary 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 New Ordinary 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 New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary 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 New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New 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 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary 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 New Ordinary 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 New Ordinary Shares
will be issued or acquired. A Placee shall, without limitation,
become so bound if WH Ireland or Alvarium confirms to such Placee
its allocation of New Ordinary Shares.
Upon being notified of its allocation of New Ordinary Shares, a
Placee shall be contractually committed to acquire the number of
New Ordinary 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 New Ordinary
Shares has been given.
Details of the Placing Agreement and the New Ordinary Shares
The Brokers and the Company have entered into the 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 up to 29.6 million Placing
Shares. It is expected that the Placing will raise, in aggregate,
up to approximately GBP2 million in gross proceeds at a price of
6.75 pence per share with up to approximately 29.6 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 Company will also grant an option to the Brokers which shall
be exercisable at their joint discretion (acting with the Company's
consent) to procure subscribers for up to a further 7.4 million
Ordinary Shares at the Placing Price (the "Broker Option") (and any
Ordinary Shares placed in connection with the exercise of the
Broker Option being the "Broker Option Shares"), such shares being
in addition to the Placing Shares. The Broker Option will open at
8.00 a.m. on 30 July 2019 and close by 5.00 p.m. on 30 July 2019.
The placing of the Placing Shares and any Broker Option Shares is
not underwritten by the Brokers.
The New Ordinary 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 New
Ordinary Shares, and will be on issue free of all claims, liens,
charges, encumbrances and equities.
The New Ordinary Shares will trade on AIM under IMMO with ISIN
GB00BD5JRP64.
Application for admission to trading
Application will be made to London Stock Exchange for admission
to trading of the New Ordinary Shares on AIM. It is expected that
settlement of any such shares and Admission will become effective
on or around 8.00am on 5 August 2019 and that dealings in the New
Ordinary 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 and the Broker Option. No commissions will be paid
to Placees or by Placees in respect of any New Ordinary 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. In addition, the Brokers may
(subsequent to Placing Shares being allocated pursuant to the
Bookbuild), procure further placees for Broker Option Shares
pursuant to the Broker Option.
Participation in, and principal terms of, the Placing and Broker
Option
Participation in, and principal terms of, the Placing and Broker
Option are as follows:
1 The Brokers are arranging the Placing and Broker Option as
agent for, and broker of, the Company.
2 Participation in the Placing and the Broker Option 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 and Broker Option 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 or Broker Option, Placees should
communicate their bid by telephone to their usual contact at WH
Ireland or Alvarium. Each bid should state the number of New
Ordinary Shares which the prospective Placee wishes to subscribe
for 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 or
Broker Option, in its absolute discretion.
6 Each Placee's allocation of Placing Shares (and, if the Broker
Option is exercised at that time, any Broker Option Shares) will be
confirmed to Placees orally, or by email, by either WH Ireland or
Alvarium following the close of the Bookbuild and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. WH Ireland or Alvarium'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 or Alvarium and the Company, under which it
agrees to acquire by subscription the number of New Ordinary 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 or Alvarium'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. The number of Broker Option Shares (if
any) to be issued will also be announced following the exercise (or
expiry) of the Broker Option.
8 Subject to paragraphs 4 and 5 above, WH Ireland or Alvarium
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 or Alvarium may also, notwithstanding paragraphs 4 and 5
above, subject to the prior consent of the Company, allocate New
Ordinary Shares after the time of any initial allocation to any
person submitting a bid after that time.
9 A bid in the Bookbuild or Broker Option 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 or Alvarium'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 or Broker Option is confirmed, settlement
for all New Ordinary Shares to be acquired pursuant to the Placing
or Broking Option 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 and Broker
Option 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 or Broker Option, each Placee
agrees that its rights and obligations in respect of the Placing or
the Broker Option will terminate only in the circumstances
described below and will not be capable of rescission or
termination by the Placee following the close of the Bookbuild (or
otherwise, in respect of Broker Option Shares, following the
exercise of the Broker Option).
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 or Broker Option. Each Placee acknowledges
and agrees that the Company is responsible for the allotment of the
New Ordinary 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 or the Broker
Option.
Conditions of the Placing and the Broker Option
The Placing and Broker Option are conditional upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms. The Brokers obligations under the
Placing Agreement are conditional on customary conditions including
(amongst others):
1 the release of the Announcement to a Regulatory Information
Service by no later than 8 am on 30 July 2019;
2 the application and all other documents required to be
submitted with the application being delivered to the London Stock
Exchange not later than 9 am on 31 July 2019;
3 the delivery by the Company to the Brokers of certain
documents required under the Placing Agreement;
4 the publication of an announcement announcing the results of
(i) the Bookbuild through a Regulatory Information Service by no
later than 4.30 pm on 30 July 2019; and (ii) the Broker Option
through a Regulatory Information Service by no later than 8.00 am
on 31 July 2019 (or such later time and/or date as may be agreed in
writing between the Company and the Brokers);
5 the Company having fully performed their obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
6 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;
7 Admission taking place no later than 8 am on 5 August 2019 (or
such later time and/or date as may be agreed in writing between the
Company and the Brokers but in any event no later than 5.00 pm on
30 August 2019); and
8 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 and
Broker Option will not proceed and the Placees' rights and
obligations hereunder in relation to the New Ordinary 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 or Broker Option nor for any decision they
may make as to the satisfaction of any condition or in respect of
the Placing or Broker Option generally and by participating in the
Placing or Broker Option 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 or Broker
Option, 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 New Ordinary 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
or Broker Option, 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 or Broker Option, 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 or
Broker Option 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 or Broker Option. Neither the Company
nor the Brokers are making any undertaking or warranty to any
Placee regarding the legality of an investment in the New Ordinary
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 New Ordinary Shares. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild (or otherwise, in respect
of Broker Option Shares, following exercise of the Broker Option),
each Placee allocated New Ordinary Shares in the Placing or Broker
Option 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 New Ordinary 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 or Alvarium in accordance with the standing
CREST settlement instructions which they have in place with WH
Ireland or Alvarium.
Settlement of transactions in the New Ordinary 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 New
Ordinary 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 August 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 WH Ireland.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Brokers may sell any or all of the New
Ordinary Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for WH Ireland or Alvarium'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 and/or Alvarium 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 New Ordinary Shares on such Placee's behalf. By communicating
a bid for New Ordinary Shares, each Placee confers on WH Ireland or
Alvarium such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which WH
Ireland or Alvarium lawfully takes in pursuance of such sale. Legal
and/or beneficial title in and to any New Ordinary Shares shall not
pass to the relevant Placee until it has fully complied with its
obligations hereunder.
If New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing or Broker Option.
Representations, Warranties and Further Terms
By participating in the Placing or Broker Option, 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), in each case as a fundamental term of their
application for New Ordinary Shares:
1 that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of New Ordinary 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 Broker Option 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 or Broker Option, is not relying on
any information or representation or warranty in relation to the
Company or any of its subsidiaries or any of the New Ordinary
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 New
Ordinary 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 New Ordinary Shares acquired by it as
a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, (i) the New Ordinary Shares acquired by
it in the Placing or Broker Option 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
New Ordinary 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 New Ordinary 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 New Ordinary 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 or Broker Option 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 New Ordinary 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 New Ordinary
Shares only in "offshore transactions" as defined in and pursuant
to Regulation S, and (ii) it is not subscribing for and/or
purchasing New Ordinary 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 New Ordinary 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 New Ordinary 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 New
Ordinary Shares is contained in the Announcement and Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the New
Ordinary Shares and it has made its own assessment of the Company,
the New Ordinary Shares and the terms of the Placing and Broker
Option based on the Announcement 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, the Broker Option or the New
Ordinary 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 New Ordinary Shares was given and it is not acquiring New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Ordinary Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary 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, the Broker Option or the New Ordinary 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 New
Ordinary 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 Broker Option or their 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 New Ordinary Shares and to
perform its subscription and/or purchase obligations;
18 that where it is acquiring New Ordinary Shares for one or
more managed accounts, it is authorised in writing by each managed
account: (a) to acquire the New Ordinary 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 or Broker
Option 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 New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary Shares which it is
subscribing for and/or purchasing under the Placing or Broker
Option 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 New Ordinary
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 New Ordinary 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 or Broker
Option;
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, the Broker Option 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 or Broker Option, 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 or
Broker Option (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 New Ordinary
Shares that are to be subscribed for and/or purchased by it or at
its direction pursuant to the Placing or Broker Option 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 New
Ordinary 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 New
Ordinary Shares and it will be acquiring the New Ordinary 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 New Ordinary Shares; save that
that if it is a private client stockbroker or fund manager it
confirms that in purchasing the New Ordinary 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 New Ordinary 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 New Ordinary 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 owe 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 New Ordinary Shares;
42 that no prospectus or offering document has been or will be
prepared in connection with the Placing or Broker Option and it has
not received and will not receive a prospectus or other offering
document in connection with the Placing, the Broker Option or the
New Ordinary 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 New Ordinary
Shares in question. Such agreement assumes that the New Ordinary
Shares are not being subscribed for in connection with arrangements
to issue depositary receipts or to transfer the New Ordinary Shares
into a clearance service. If there are any such arrangements, or
the settlement relates to any other subsequent dealing in the New
Ordinary 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
or Broker Option as an agent or nominee) the allocation, allotment,
issue or delivery of New Ordinary 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 New Ordinary Shares or the agreement by them to
subscribe for or purchase any New Ordinary Shares.
WH Ireland and Alvarium are both authorised and regulated by the
FCA in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the Placing and the
Broker Option, and each of WH Ireland and Alvarium will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or the Broker
Option or any other matters referred to in this Announcement.
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.
Definitions:
"Admission" admission of the New Ordinary Shares
(including such number of Broker Option
Shares as may be subscribed for) to trading
on AIM becoming effective in accordance
with the AIM Rules
"AIM Rules" the AIM Rules for Companies and/or the
AIM Rules for Nominated Advisers (as
the context may require)
------------------------------------------------
"Announcement" this announcement (including the Appendix
which forms part of this announcement)
dated 30 July 2019
------------------------------------------------
"Alvarium" Alvarium Capital Partners Limited
------------------------------------------------
"Bookbuild" the accelerated bookbuilding to be conducted
by WH Ireland and Alvarium pursuant to
the Placing Agreement and this Announcement
------------------------------------------------
"Brokers" WH Ireland and Alvarium and each a "Broker"
------------------------------------------------
"EEA" the European Economic Area
------------------------------------------------
"Existing Ordinary the 250,351,584 Ordinary Shares in issue
Shares" as at the date of this announcement
------------------------------------------------
"FCA" the Financial Conduct Authority of the
United Kingdom
------------------------------------------------
"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)
------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.00040108663 each
in the capital of the Company
------------------------------------------------
"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
------------------------------------------------
"WH Ireland" W H Ireland Limited
------------------------------------------------
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
IOEMMGZNGLGGLZZ
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July 30, 2019 02:00 ET (06:00 GMT)
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