TIDMINS
RNS Number : 1599R
Instem plc
26 June 2020
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES , CANADA , JAPAN , THE REPUBLIC OF
SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT AND AT THE START OF THE APPIX.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN INSTEM PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF INSTEM
PLC.
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 MATTERS
CONTAINED IN THIS ANNOUNCEMENT, 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.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS
SECTION AT THE OF THIS ANNOUNCEMENT.
Instem plc
("Instem", the "Company" or the "Group")
Proposed Placing of New Shares to raise approximately GBP15.75
million by way of Accelerated Bookbuild
Instem plc (AIM: INS), a leading provider of IT solutions to the
global life sciences market, today announces a proposed Placing of
new ordinary shares in the Company to raise gross proceeds for the
Company of approximately GBP15.75 million (GBP15.0 million net of
expenses).
Highlights
-- Proposed Placing of new ordinary shares of 10 pence each
("Ordinary Shares") in the capital of the Company ("New Shares") at
a price of 435 pence per share ("Placing Price") to raise gross
proceeds receivable by the Company of approximately GBP15.75
million (GBP15.0 million net of expenses).
-- In addition, proposed Placing of existing Ordinary Shares and
new Ordinary Shares to be issued resulting from the intended
exercise of share options ("Option Shares", together with the
proposed Placing of the existing Ordinary Shares, "Sale Shares") at
the Placing Price by certain Directors and their relatives and
related trusts ("Sellers") to raise gross proceeds receivable by
the Sellers of, in aggregate, approximately GBP3.0 million.
-- The net proceeds of the Placing receivable by the Company
will be used to accelerate the Group's acquisition strategy with a
number of potential compelling opportunities for bolt on
acquisitions and more substantial targets having been
identified.
-- Placing to be conducted by way of an accelerated bookbuild
process by N+1 Singer which will be launched in accordance with the
Terms and Conditions set out in the Appendix to this Announcement,
immediately following this Announcement.
-- A Placing Price of 435 pence represents a discount of 4.4 per
cent. to the closing mid-market price of 455 pence per Ordinary
Share on 25 June 2020 (being the latest practicable business day
prior to the date of this Announcement).
-- The New Shares and the Option Shares are expected to be
admitted to trading on AIM on or around 17 July 2020
("Admission").
-- Placing of the Sale Shares is conditional on Admission, with
Lock-in Agreements, also conditional on Admission, in place with
the Sellers.
-- Admission is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional.
Admission is also conditional, inter alia, upon the passing of the
Resolutions by the Shareholders at the General Meeting expected to
be held at 11 a.m. on 16 July 2020. The notice convening the
General Meeting will be set out in the Circular expected to be sent
to Shareholders on or around 30 June 2020.
-- The final number of Placing Shares to be placed will be
determined by N+1 Singer, in consultation with the Company, at the
close of the Bookbuild Process and the result will be announced as
soon as practicable thereafter. The timing for the close of the
Bookbuild Process and the allocation of the Placing Shares
thereunder, will be determined by N+1 Singer in consultation with
the Company.
-- The Placing is not being underwritten (in whole or in part)
by N+1 Singer or any other person.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
Further details of the Placing (in particular, the final number
of Placing Shares) will be set out in an announcement to be made on
the closing of the Bookbuild Process.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in the Appendix to
this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties,
indemnities, acknowledgements , agreements and undertakings
contained in the Appendix.
Expected Timetable of Principal Events
Date of this Announcement 26 June 2020
Announcement of the results of the Bookbuild 26 June 2020
------------------------
Date of publication of the Circular and 30 June 2020
Form of Proxy
------------------------
Latest time and date for receipt of Forms 11 a.m. on 14 July 2020
of Proxy
------------------------
General Meeting 11 a.m. on 16 July 2020
------------------------
Admission and commencement of dealings 8:00 a.m. on 17 July
in the New Shares and the Option Shares 2020
on AIM
------------------------
For further information please contact:
Instem plc
Philip John Reason, Chief Executive
Officer
Nigel John Goldsmith, Chief Financial
Officer +44 (0) 1785 825 600
N+1 Singer - NOMAD and Broker
Peter Steel, Alex Bond, Amanda
Gray (Corporate Finance)
Rachel Hayes (Corporate Broking) +44 (0) 20 7496 3000
Walbrook Financial PR
Tom Cooper
Nick Rome +44 (0) 20 7933 8000
About Instem plc
Instem is a leading provider of IT solutions & services to
the life sciences market delivering compelling solutions for Study
Management and Data Collection; Regulatory Solutions for
Submissions and Compliance; and Informatics-based Insight
Generation.
Instem solutions are in use by over 500 customers worldwide,
including all the largest 25 pharmaceutical companies, enabling
clients to bring life enhancing products to market faster. Instem's
portfolio of software solutions increases client productivity by
automating study-related processes while offering the unique
ability to generate new knowledge through the extraction and
harmonisation of actionable scientific information.
Instem products and services now address aspects of the entire
drug development value chain, from discovery through to market
launch. Management estimate that over 50% of all drugs on the
market have been through some part of Instem's platform at some
stage of their development.
To learn more about Instem solutions and its mission, please
visit www.instem.com .
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
(2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO EITHER (A)
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (B) FALL WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC); OR (C) PERSONS TO WHOM IT MAY LAWFULLY
OTHERWISE BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT ARE FOR INFORMATION
PURPOSES ONLY AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN INSTEM PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, INTO OR
WITHIN THE UNITED STATES (AS DEFINED BELOW) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION
FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES OR IN ANY COUNTRY OR JURISDICTION WHERE ANY ACTION
FOR THAT PURPOSE IS REQUIRED.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of, or subscription for or purchase of, the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, N+1 Singer or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, the Sellers and N+1
Singer to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, the Republic of South Africa or
Japan or any other jurisdiction in which the same would be
unlawful.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person as
more particularly described above.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. 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; relevant clearances
have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares; and the Placing Shares
have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. 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 the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice (the
contents and costs of which none of the Company, the Sellers or N+1
Singer shall be responsible for) before taking any such action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") (and any person acting on such person's
behalf) by making an oral and legally binding offer to subscribe
for or purchase Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and subscribing for or purchasing Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements,
agreements and undertakings contained in the Appendix. Members of
the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including, amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Nplus1 Singer Advisory LLP is authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and
is acting exclusively for the Company and no one else in connection
with the Bookbuilding Process and the Placing, and N+1 Singer 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 Bookbuilding Process or the
Placing or any other matters referred to in this Announcement.
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 N+1 Singer or by any of its 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 therefor is expressly disclaimed.
No statement in this Announcement or the Placing Results
Announcement (when made) is intended to be a profit forecast or
estimate, and no statement in this Announcement or the Placing
Results Announcement (when made) should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("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 MiFID II 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, N+1 Singer will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of 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.
Introduction
The Company today announces a proposed issue of new Ordinary
Shares at a placing price of 435 pence per New Share, to raise
proceeds receivable by the Company of approximately GBP15.75
million (GBP15.0 million net of expenses). A Placing Price of 435
pence represents a discount of 4.4 per cent. to the closing
mid-market price of an Ordinary Share of 455 pence on 25 June 2020
(being the latest practicable business day prior to the date of
this Announcement).
The Board intends to use the net proceeds of the Placing
receivable by the Company to accelerate the Group's acquisition
strategy with a number of potential compelling opportunities for
bolt on acquisitions and more substantial targets having been
identified. Further information on the Company's use of proceeds is
set out below .
The New Shares are expected to be admitted to trading on AIM on
or around 17 July 2020.
In addition, the Placing is also proposed to include the sale of
the Sale Shares, at the Placing Price, by the Sellers to raise
gross proceeds receivable by the Sellers of, in aggregate,
approximately GBP3.0 million.
The Placing is conditional, inter alia, on the Placing Agreement
between the Company, the Sellers and N+1 Singer becoming
unconditional and not being terminated (in accordance with its
terms). The Placing is also conditional, inter alia, upon the
passing of the Resolutions at the General Meeting which will give
the Directors the required authority and power to allot the New
Shares and the Option Shares without the application of statutory
pre-emption rights.
Background to and reasons for the Placing and the Company's use
of proceeds
Background to and reasons for the Placing
Since becoming an independent company in 1998, Instem has grown
to become a leading provider of IT solutions and technology-enabled
outsourced services to the global life sciences market. Following
its IPO on AIM in 2010, the Company has continued to consolidate
its position as a leading supplier in all core geographical
markets, with over 500 customers worldwide, over 4,000 target
clients and very high levels of client retention.
Clients use these solutions in their drug discovery and
development activities to collect, analyse, report and submit
quality data to agencies such as the US Food and Drug
Administration, while helping them maintain regulatory compliance
for their products in markets around the world.
Revenues are highly predictable, the Company is geographically
diversified with no single territory dependencies and there is no
supply-chain or distribution network to rely on. The Board believes
that the Company is operationally in a strong position and
financially secure with cash of GBP8.3 million at 30 April 2020.
The effects of COVID-19 have been limited to date, with the Group's
entire workforce transitioned to working from home safely and
effectively and the Board is confident as to the Company's
prospects.
Strategy
The Board's strategy is to pursue expansion through both organic
growth and targeted acquisitions, capitalising on current strong
market dynamics. With a scalable platform in place, the Board
believes there are three distinct and deliverable opportunities to
drive further growth:
- Organic revenue growth from further market penetration,
cross-selling and new products and services;
- Margin improvement through conversion to SaaS deployment and
extensively leveraging global infrastructure; and
- Accretive M&A in existing markets as well as entry into
adjacent markets, including strategic partnerships as a potential
stepping stone.
Acquisition track record
The Company has a proven track record of making acquisitions,
with six completed and integrated into the Group since IPO. Such
acquisitions have, amongst other things, broadened the Group's
product offering, with the Group's global sales channels leveraged
for the benefit of the acquired businesses.
In February 2016, Instem raised gross proceeds of GBP5 million
from a placing of new equity primarily to fund strategic
acquisitions. Two of the three acquisitions which have been
subsequently completed were funded from the proceeds raised, with
the latest being funded through organic cash generation. Further
details on these three latest acquisitions are included below:
Samarind Limited
The Group acquired Regulatory Information Management ("RIM")
solutions provider, Samarind Limited ("Samarind"), in May 2016 for
up to GBP2.5 million. Samarind provides RIM solutions to the life
sciences sector that improve the quality of regulatory information
and help achieve and maintain compliance for pharmaceutical,
biotech and medical device products. The aim of the acquisition was
to bring greater market segment diversity but in an area with
similar regulatory data standard driven characteristics to existing
markets, increasing the value and impact the Group brings to client
partners.
In the last full year prior to acquisition, Samarind reported
sales of GBP1.2 million and operating profits of GBP0.4 million.
The initial consideration was satisfied by GBP1.3 million in cash
and GBP0.2 million in new ordinary shares, with further
unconditional deferred consideration of GBP0.65 million paid in
cash and new ordinary shares.
The acquisition led to new client wins and entry into four niche
sectors of the RIM market within its first full year contribution
to the Group.
Notocord Systems S.A.
The Group acquired Notocord Systems S.A. ("Notocord") in
September 2016 for up to EUR4.2 million. Notocord is a software
provider in pre-clinical studies, and a recognised leader in
cardiovascular, respiratory, electrophysiology and nervous system
research areas.
The acquisition was part of the Group's strategy to consolidate
and harmonise key application areas that are helping customers
streamline research and development processes, and uniquely
positioned Instem to address the requirements of S across
pre-clinical drug research data collection, analysis, management
and submission of test data to the FDA under the new S mandate,
published in June 2016.
In the last full year prior to acquisition, Notocord reported
sales of EUR2.25 million and operating profits of EUR0.7 million,
and made a solid contribution to the Group following integration,
generating new business from a large number of contracts. Initial
consideration of EUR2.0 million was paid in cash upon completion
and deferred consideration of EUR0.5 million was also ultimately
paid in cash.
Leadscope, Inc.
The Group acquired Leadscope, Inc. ("Leadscope") in November
2019 for an initial consideration of $3.45 million by way of $2.35
million in cash and $1.1 million in new ordinary shares. Two
further equal instalments totalling $0.75 million are payable in
November 2020 and November 2021, with up to a further $0.5 million
payable contingent upon the future financial performance of
Leadscope, taking the total potential consideration payable up to
$4.7 million.
Provided on a subscription or pay-per-use basis, Leadscope's
software employs sophisticated artificial intelligence and
machine-learning algorithms to predict potential safety outcomes
and to enable scientists to perform expert reviews. Deployed SaaS,
or on client premises, Leadscope's software allows clients to
extract knowledge from both public data and their own proprietary
sources. The earnings enhancing acquisition has enabled the Group
to extend its artificial intelligence technology offerings and open
up cross-selling and up-selling opportunities to the Group.
Acquisition strategy
Building on the Group's inorganic growth track record, the
Directors continue to target acquisitions that provide the
opportunity to:
-- supplement the Group's existing activities covering the
provision of IT solutions and services to the life sciences market
across the product development value chain, from drug discovery
through Phase I to III development and ultimately market
launch;
-- leverage and enhance the Group's global market position
through deeper penetration of existing markets and adjacent target
markets;
-- complement the Group's existing product suite, extend its
technology enabled outsourced services offering and generate
cross-selling opportunities, in order to create and maintain market
leading positions; and
-- following investment in a scaleable platform now in place,
leverage the Group's existing global infrastructure within the life
sciences software supplier market, providing margin improvement
opportunities.
The Group is focusing its acquisition strategy particularly
around the following areas:
-- INSTEM Regulatory Solutions: Standard for Exchange of
Nonclinical Data ("S") and corresponding clinical standard Study
Data Tabulation Model ("SDTM");
-- INSTEM Study Management: Non-GLP and GLP Study Management; and
-- INSTEM Informatics: expansion in in-silico research and
development including Predictive Analytics and Insights.
The 'working from home' impact of COVID-19 has increased the
number of conversations that the Group is holding with target
principals. Another relevant trend increasing the number of
opportunities is the Group's customer base encouraging supplier
consolidation, such that customers can reduce their own costs of
supplier management and increase the efficiency and effectiveness
of their business processes.
As such, the highly fragmented pharmaceutical software market
provides a significant number of acquisition opportunities and the
Company is considering several compelling prospects generating
revenue in the range of $2 million to $20 million per annum. The
size of these acquisitions would represent small bolt-ons to more
substantial targets and the Directors believe that they would be
highly complementary, relatively low risk and earnings accretive in
the first full year of ownership.
Typically, the Board seeks to agree pre-synergy valuation
multiples with vendors in the range of 5-9x EBITDA for bolt-ons, or
10-15x EBITDA for transformational sized deals. Transformational
deals may provide additional scope for cost synergies which can
help reduce the effective multiple paid. The Board seeks to achieve
a minimum target ROCE from acquisitions of 10% pre synergies, with
potential to increase to at least 15%.
Rationale for the Placing
The Directors intend to use the Proceeds, potentially along with
existing cash resources, retained earnings, Ordinary Shares and
bank debt to accelerate the Group's acquisition strategy with a
number of potential compelling opportunities for bolt on
acquisitions and more substantial targets having been
identified.
The Directors believe that having the funding in place would be
a significant benefit for the Company in negotiating acquisition
terms and give it greater flexibility to complete acquisitions and
take advantage of these opportunities.
The Board's experience is that certainty of funding is an
extremely important factor for the vendors of these typically
owner-managed businesses and can have the benefit of leading to
exclusivity in discussions with target companies, securing
preferred bidder status and accelerating the process to completion.
The Directors believe that the requirement for the Group to raise
equity funding from the market on a case-by-case basis can deter
such vendors from engaging with the Company in relation to a
potential sale, particularly in situations where competing buyers
are well-funded.
The Directors believe that raising funding for potentially more
than one acquisition in one tranche is more cost efficient than
returning to the market each time finance is required, as an equity
fund raise process is relatively time consuming for management and
has a significant fixed cost element. In addition, a fundraise will
increase the Company's freefloat and should provide enhanced
trading liquidity.
Based on active acquisition opportunities, the Board believes
that the Proceeds, together with new shares in the Company and
internally generated cash flow from the Group, will be sufficient
to fund the current acquisition pipeline, including deferred and
earn-out consideration, without recourse to debt.
In the unlikely event that the Company chooses to take on debt
at a future date, the Directors would seek to limit any net to a
multiple of no more than one times EBITDA of the Group (as enlarged
by any acquisitions).
Summary
The Group's growth ambitions remain intact despite COVID-19, and
the consolidation opportunities presented across a fragmented
industry is a key focus of the Group's overall growth strategy. The
Group has a well-developed pipeline of complementary acquisition
candidates, and the Board is confident that the objective to
acquire complementary technologies or enter adjacent markets will
be successfully executed.
Trading update
The following text is extracted from the Company's financial
results for the year ended 31 December 2019, which was announced on
3 June 2020.
"Increased revenue predictability and high retention rates
provide a strong foundation from which the business can grow as it
builds on the momentum achieved during 2019. While some future
uncertainty inevitably remains as a consequence of the COVID-19
pandemic, the majority of our revenue comes from clients whose
laboratories are regarded as "essential businesses" and therefore
remain active, with many working on COVID-19 related vaccines and
therapies. Consequently, we have remained very busy, have good
visibility over a strong H1 2020 performance and continue to have
confidence in the longer term outlook for the business, supported
by a strong cash balance at the end of April 2020 of GBP8.3m. Our
staff are currently working effectively from home and are highly
motivated by our work which is directly contributing to COVID-19
research and development."
Use of Proceeds
The Board intends to use the proceeds of the Placing receivable
by the Company to accelerate the Group's acquisition strategy with
a number of potential compelling opportunities for bolt on
acquisitions and more substantial targets having been identified ,
as set out above. The Board believes that having funds ready to
deploy significantly enhances the likelihood of successful
execution, especially in light COVID-19 and market
opportunities.
Information on the Placing
The Company proposes to raise approximately GBP15.75 million
(GBP15.0 million net of expenses) through the issue of the New
Shares at the Placing Price, which, at 435 pence, represents a
discount of 4.4 per cent. to the closing mid-market price of an
Ordinary Share of 455 pence on 25 June 2020 (being the latest
practicable business day prior to the date of this Announcement).
In addition, the Placing is also proposed to include the placing of
the Sale Shares, at the Placing Price, by the Sellers to raise, in
aggregate, approximately GBP3.0 million.
Pursuant to the terms of the Placing Agreement, N+1 Singer has
conditionally agreed to use its reasonable endeavours to place the
Placing Shares with certain institutional and other investors. The
Placing Agreement is conditional upon, amongst other things, the
Resolutions being duly passed without amendment (save as agreed
between the Company and N+1 Singer) at the General Meeting and
Admission becoming effective on or before 8:00 a.m. on 17 July 2020
(or such later time and/or date as the Company and N+1 Singer may
agree, but in any event by no later than 8.00 a.m. on the Long Stop
Date).
The Placing Agreement contains customary warranties and
indemnities from the Company in favour of N+1 Singer in relation
to, amongst other things, the accuracy of the information in this
Announcement and other matters relating to the Group and its
business. The Placing Agreement also contains certain warranties
from each Seller in favour of N+1 Singer. In addition, the Company
has agreed to indemnify N+1 Singer and its affiliates in relation
to certain liabilities they may incur in respect of the Placing.
N+1 Singer can terminate the Placing Agreement at any time prior to
Admission in certain circumstances, including in the event of a
material breach of the warranties given in the Placing Agreement,
the failure of the Company to comply with its obligations under the
Placing Agreement, the occurrence of a force majeure event
(including the escalation of any epidemic and/or pandemic following
the date of entry into the Placing Agreement) which in N+1 Singer's
opinion (acting in good faith) has a material adverse effect on,
amongst other things, the operation of investment markets in the
UK, or a material adverse change affecting the financial,
operational or legal condition of the Group (taken as a whole). If
this right is exercised, the Placing will not proceed. The Placing
is not being underwritten by N+1 Singer (in whole or in part) or by
any other person.
The Company has agreed to pay certain fees and commissions to
N+1 Singer in respect of the Placing in so far as they relate to
the New Shares. In addition, the Sellers have agreed to pay certain
commissions to N+1 Singer in respect of the Placing in so far as it
relates to the Sale Shares.
Application will be made for the New Shares and the Option
Shares to be admitted to trading on AIM and it is expected that
Admission will become effective and that dealings in the New Shares
and the Option Shares will commence at 8.00 a.m. on 17 July 2020.
The New Shares and the Option Shares will, if and when issued, rank
pari passu in all respects with the then existing Ordinary Shares
(including the other Sale Shares) including the right to receive
any dividends and other distributions declared following
Admission.
Effect of the Placing
The New Shares and the Option Shares are expected to represent
approximately 18.6 per cent. of the Enlarged Share Capital
immediately following Admission.
Director/PDMR dealing and exercise of options
The Placing also comprises the proposed placing of the Sale
Shares on behalf of certain of the Company's Directors, their
relatives and related trusts. Philip Reason, the Company's Chief
Executive Officer, also intends to exercise certain existing
options over Ordinary Shares, with a proportion of the resultant
new Ordinary Shares, when allotted, forming part of the Sale
Shares.
The Company also intends to award Mr Reason and Nigel Goldsmith,
the Company's Chief Financial Officer, nil-cost options under the
Instem plc 2018 Long Term Incentive Plan following the release of
this Announcement. Further details of any exercise of such options
and placing of Sale Shares, as well as grant of new awards to Mr
Reason and Mr Goldsmith, will be set out in the Placing Results
Announcement.
General Meeting
The Directors do not currently have authority and power to allot
the New Shares. Accordingly, the Board is seeking the approval of
Shareholders at the General Meeting to allot the New Shares,
together with approval to disapply pre-emption rights in respect of
the New Shares.
A notice convening the General Meeting, to be held at 2 Diamond
Way, Stone Business Park, Stone, Staffordshire, ST15 0SD at 11
a.m., on 16 July 2020 will be set out at the end of the Circular.
At the General Meeting, the following Resolutions will be
proposed:
-- Resolution 1, which will be proposed as an ordinary
resolution, is to authorise the directors of the Company to allot
the New Shares in connection with the Placing; and
-- Resolution 2, which will be proposed as a special resolution
and which is subject to the passing of Resolution 1, disapplies
statutory pre-emption rights, with the authority limited to, among
other things, the allotment of equity securities in connection with
the Placing. This resolution, if passed, would authorise and
empower the Directors to allot the New Shares without first
offering them for subscription by Shareholders. The Directors
believe the time and costs of doing so, which would involve an open
offer, make the Placing a more appropriate way for the Company to
raise the funds required.
These Resolutions will be in addition to any authorities granted
to Directors at the Annual General Meeting to be held on 30 June
2020 .
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from those Directors who are Shareholders
and certain other Shareholders beneficially holding, in aggregate,
3,312,218 Ordinary Shares, representing, in aggregate,
approximately 19.9 per cent. of the Existing Ordinary Shares.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
"Admission" the admission of the New Shares and the
Option Shares to trading on AIM becoming
effective in accordance with the AIM Rules
"affiliate" in respect of a body corporate, a person
directly, or indirectly through one or
more intermediaries, controlling, controlled
by or under common control
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from time
to time
"Announcement" this announcement (including the appendix)
"Board" or "Directors" the directors of the Company as at the
date of this announcement
"Bookbuild" or "Bookbuilding the offering of Placing Shares to participants
Process" in the Placing by way of accelerated bookbuild
by N+1 Singer as agent of the Company
and as agent of the Sellers
"Business Day" any day on which banks are usually open
in England and Wales for the transaction
of sterling business, other than a Saturday,
Sunday or public holiday
"certificated" or a share or other security not held in
"in certificated form" uncertificated form (that is, not in CREST)
"Circular" the circular to Shareholders expected
to be published on or about 30 June 2020
"Company" , "Group" Instem plc, a company incorporated in
or "Instem" England and Wales with registered number
7148099
"CREST" a relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended from time
to time
"Enlarged Share Capital" the issued share capital of the Company
as enlarged by the allotment and issue
of the New Shares and the Option Shares,
immediately after Admission (assuming no
other Ordinary Shares are issued by the
Company between the date of this Announcement
and Admission)
"Existing Ordinary the issued share capital of the Company
Shares" as at the date of this Announcement, being
16,673,792 Ordinary Shares
"Financial Conduct the Financial Conduct Authority
Authority" or "FCA"
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting
to be enclosed with the Circular
"FSMA" the Financial Services and Markets Act
2000, as amended from time to time
"General Meeting" the general meeting of the Company expected
to be held at 2 Diamond Way, Stone Business
Park, Stone, Staffordshire, ST15 0SD at
11 a.m. on 16 July 2020 (or any reconvened
meeting following any adjournment of the
general meeting), notice of which will
be set out at the end of the Circular
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 17 August 2020
"N+1 Singer" Nplus1 Singer Advisory LLP (and its affiliates),
the Company's nominated adviser and broker
which is incorporated as a limited liability
partnership in England and Wales with
registered number OC364131
"New Shares" new Ordinary Shares to be issued by the
Company to participants in the Placing,
pursuant to the Placing
"Notice" or "Notice the notice of the General Meeting to be
of General Meeting" set out at the end of the Circular
"Option Shares" new Ordinary Shares to be allotted and
issued by the Company as a result of the
exercise of certain existing options by
Philip Reason, the Company's Chief Executive
Officer, and a proportion of which form
part of the Sale Shares
"Ordinary Shares" ordinary shares of 10 pence each in the
share capital of the Company
"Placing" the placing, by N+1 Singer, as agent of
and on behalf of the Company, of the New
Shares and as agent of and on behalf of
the Sellers, of the Sale Shares, in each
case, at the Placing Price on the terms
and subject to the conditions contained
in the Placing Agreement and this Announcement
"Placing Agreement" the conditional placing agreement dated
26 June 2020 between the Company, the
Sellers and N+1 Singer relating to the
Placing
"Placing Price" the price payable per Placing Share, being
435 pence per Placing Share
"Placing Results Announcement" the announcement expected to be published
by the Company confirming the results
of the Placing through a Regulatory Information
Service
"Placing Shares" the New Shares and the Sale Shares
"Proceeds" the gross proceeds of the Placing receivable
by the Company
"Registrar" Computershare Investor Services PLC, registrars
to the Company
"Regulatory Information has the meaning given in the AIM Rules
Service"
"Resolutions" the resolutions to be proposed at the
General Meeting, as set out in the Notice
of General Meeting
"Sale Shares" existing Ordinary Shares and the Option
Shares held (or expected to be held, as
the case may be) by the Sellers and which
are to be sold to participants in the
Placing, pursuant to the Placing
"Securities Act" the United States Securities Act of 1933
(as amended)
"Sellers" The DG 2008 Discretionary Settlement,
Philip Reason, David Sherwin, Adrian Gare
and Deborah Walker, being the Shareholders
(or, in the case of Philip Reason, a prospective
Shareholder) proposing to sell the Sale
Shares
"Shareholder(s)" holder(s) of Ordinary Shares from time
to time
"uncertificated" or recorded on the register of members of
"in uncertificated the Company as being held in uncertificated
form" form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States" or the United States of America
"US"
"GBP" , "pounds sterling", UK pounds sterling, the lawful currency
"penny" or "pence" of the United Kingdom
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO EITHER (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (B) FALL WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC); OR (C) PERSONS TO WHOM IT MAY
LAWFULLY OTHERWISE BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT ARE FOR INFORMATION
PURPOSES ONLY AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN INSTEM PLC (THE
"COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, INTO OR
WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT
TO AN EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES OR IN ANY
COUNTRY OR JURISDICTION WHERE ANY SUCH ACTION FOR THAT PURPOSE IS
REQUIRED.
The distribution of this Announcement and/or the Placing and/or
issue of, or subscription for or purchase of, the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Sellers, N+1 Singer or any of its
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, the Sellers and N+1
Singer to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in
which the same would be unlawful.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised
person as more particularly described above.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. 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; relevant clearances
have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares; and the Placing Shares
have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. 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 the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice (the
contents and costs for which none of the Company, the Sellers or
N+1 Singer shall be responsible for) before taking any such
action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuilding Process and the Placing,
each Placee (and any person acting on such person's behalf) will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and subscribing for
or purchasing Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgements, agreements and undertakings
contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE
OF OR SUBSCRIPTION FOR THE PLACING SHARES. none of the Company, the
sellers or N+1 Singer shall be responsible for the costs or content
of any such advice.
In particular, each such Placee represents, warrants,
acknowledges, agrees and undertakes (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will subscribe
for and/or purchase, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom (each a "Relevant State") who subscribes for
or purchases any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (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 a
Relevant State other than Qualified Investors or in circumstances
in which the prior consent of N+1 Singer has been given to the
offer or resale; or (ii) where Placing Shares have been acquired by
it on behalf of persons in a Relevant State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
3. it is subscribing for and/or purchasing the Placing Shares
for its own account or is subscribing for and/or purchasing the
Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings contained in this
Announcement (including this Appendix);
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States subscribing for and/or purchasing the Placing Shares in
"offshore transactions", as defined in and in accordance with
Regulation S under the Securities Act.
No prospectus or other offering document
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) and any information publicly
announced through a Regulatory Information Service by or on behalf
of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the contract note and/or electronic communication to
be sent to individual Placees.
Bases of participation in the Placing
Each Placee, by participating 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 information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, the Sellers or the Company or any other person and none of
N+1 Singer, the Company, the Sellers nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any liability for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation made by that person.
Details of the Placing Agreement and the Placing Shares
N+1 Singer has today entered into a placing agreement (the
"Placing Agreement") with the Company and the Sellers under which,
on the terms and subject to the conditions set out in the Placing
Agreement, N+1 Singer, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure Placees for
the New Shares and as agent for and on behalf of the Sellers has
agreed to use its reasonable endeavours to procure Placees for the
Sale Shares. The Placing is not underwritten (in whole or in part)
by N+1 Singer or any other person .
The New Shares and the Option Shares will, when issued, be
subject to the memorandum and articles of association of the
Company, be credited as fully paid and will rank pari passu in all
respects with the then existing issued ordinary shares of 10 pence
each ("Ordinary Shares") in the capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the New Shares and the Option Shares.
In connection with the Placing, the Company has agreed with N+1
Singer that it will not for a period of 180 days after Admission,
allot or issue any share in the capital of the Company without the
prior written consent of N+1 Singer. This agreement is subject to
certain customary exceptions and does not prevent the grant or
exercise of options under any of the Company's existing share
incentives and share option schemes, as previously publicly
announced by the Company or as otherwise agreed by the Company with
N+1 Singer.
The final number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild through a Regulatory
Information Service.
Applications for admission to trading
Application will be made to the London Stock Exchange for
admission of the New Shares and the Option Shares to trading on
AIM.
It is expected that Admission will take place at 8.00 a.m.
(London time) on or around 17 July 2020 and that dealings in the
New Shares and the Option Shares on AIM will commence at the same
time. Admission is conditional upon, among other things, the
Resolutions being duly passed at the General Meeting.
The Bookbuilding Process
N+1 Singer will, following this Announcement, commence the
Bookbuilding Process to determine demand for participation in the
Placing by Placees. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
The book will be open with immediate effect. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
N+1 Singer and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuilding Process as
they may, in their sole discretion, determine.
Taxation and eligibility for investment
No representation or warranty is hereby made as to the tax
consequences of an investment in the Placing Shares or with respect
to the eligibility of the Placing Shares for investment by any
investor.
Principal terms of the Bookbuilding Process and Placing
1. N+1 Singer is acting as sole bookrunner and broker to the
Placing, as agent for and on behalf of the Company (in respect of
the New Shares) and for and on behalf of the Sellers (in respect of
the Sale Shares), on the terms and subject to the conditions of the
Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by N+1 Singer to
participate. N+1 Singer and any of its affiliates are entitled to
enter bids in the Bookbuilding Process.
3. The price per Placing Share (the "Placing Price") is fixed at
435 pence. The aggregate Placing Price is payable to N+1 Singer (as
agent for the Company and the Sellers) by all Placees whose bids
are successful. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone to their usual sales contact at
N+1 Singer. Each bid should state the number of Placing Shares
which a prospective Placee wishes to subscribe for or purchase at
the Placing Price.
4. Each Placee's allocation will be determined by N+1 Singer in
its discretion following consultation with the Company and will be
confirmed orally or in writing (including email) by N+1 Singer as
soon as practicable following the close of the Bookbuilding
Process. N+1 Singer may choose to accept bids, either in whole or
in part, on the basis of allocations determined at their absolute
discretion, in consultation with the Company, and may scale down
any bids for this purpose on such basis as they may determine or be
directed. The Bookbuilding Process is expected to close no later
than 4.00 p.m. (London time) on 26 June 2020 but may be closed
earlier or later at the discretion of N+1 Singer. N+1 Singer may,
in agreement with the Company, accept bids that are received after
the Bookbuilding Process has closed. The Company reserves the right
to reduce the amount to be raised pursuant to the Placing in its
discretion.
5. Following the provision of the confirmation referred to in
paragraph 4 above, each Placee's allocation and commitment will be
evidenced by a contract note or electronic communication issued to
such Placee by N+1 Singer. The terms of this Appendix will be
deemed incorporated in that contract note or electronic
communication.
6. Each Placee's allocation and commitment to acquire Placing
Shares will be made on the terms and subject to the conditions in
this Appendix and the Company's articles of association and will
give rise to a legally binding commitment by the Placee concerned
in favour of N+1 Singer and the Company and/or the Sellers (as the
case may be) and except with N+1 Singer's consent will not be
capable of variation or revocation after the time at which it is
submitted. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to N+1 Singer (as agent
for the Company and the Sellers), to pay to it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for and/or purchase and the Company has agreed
to allot and issue to that Placee and/or the relevant Seller(s) has
agreed to transfer to that Placee.
7. Except as required by law, regulation or the rules of any
stock exchange to which the Company is subject, no press release or
other announcement will be made by N+1 Singer 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.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all the
Placing Shares to be subscribed for and/or purchased pursuant to
the Placing will be required to be made at the same time on the
basis explained below under "Registration and settlement ".
9. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing".
10. By participating in the Bookbuilding Process, each Placee
will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
11. To the fullest extent permissible by law and applicable FCA
rules, neither: (a) N+1 Singer; (b) any of its affiliates or
divisions; and (c) the directors, officers, employees and agents of
each such persons, shall have any liability to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither N+1 Singer nor any of its affiliates or person
acting on its behalf shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of N+1
Singer's conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as N+1 Singer and the Company may
agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic communication which will
confirm the number of Placing Shares allocated to them (at the
Placing Price) and the aggregate amount owed by them to N+1
Singer.
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 N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00B3TQCK30 ) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement will be through
CREST unless otherwise notified by N+1 Singer and is expected to
occur on 17 July 2020 in accordance with the contract notes or
other electronic communication. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of the New Shares and the Option Shares to
CREST or the use of CREST in relation to the Placing, the Company
and N+1 Singer may agree that the Placing Shares should be issued
or transferred in certificated form. N+1 Singer reserves the right
to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 3 percentage points above the prevailing base rate of
Barclays Bank plc as determined by N+1 Singer.
Each Placee is deemed to agree that if it does not comply with
these obligations, N+1 Singer may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for N+1
Singer's own account and benefit, an amount equal to the aggregate
amount owed by the Placee (including any interest due). The
relevant Placee will, however, remain liable for any shortfall
below the Placing Price and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares on their behalf.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company and the Sellers may release
itself/themselves (if it/they decide in its/their absolute
discretion to do so) and will be released from all obligations
it/they may have to issue or transfer any such Placing Shares to
such Placee or at its direction which are then unissued or not paid
for; (ii) the Company may exercise all rights of lien, forfeiture
and set-off over and in respect of any New Shares to the fullest
extent permitted under its articles of association or otherwise by
law and to the extent that such Placee then has any interest in or
rights in respect of any New Shares; (iii) the Company or N+1
Singer may sell (and both of them is irrevocably authorised by such
Placee to do so) all or any Placing Shares on such Placee's behalf
and then retain from the proceeds, for the account and benefit of
the Company or the relevant Seller (as the case may be) or, where
applicable, N+1 Singer (a) any amount up to the total amount due to
it as, or in respect of, subscription and/or purchase monies, or as
interest on such monies, for any Placing Shares, (b) any amount
required to cover any stamp duty or stamp duty reserve tax
(together with any interest or penalties) arising on the sale of
such Placing Shares on such Placee's behalf, and (c) any amount
required to cover dealing costs and/or commissions necessarily or
reasonably incurred by it in respect of such sale; and (iv) such
Placee shall remain liable to the Company and/or the relevant
Sellers (and to N+1 Singer as applicable) for the full amount of
any losses or shortfall and of any costs which it may suffer or
incur as a result of it (a) not receiving payment in full for such
Placing Shares by the required time, and/or (b) the sale of any
such Placing Shares to any other person at whatever price and on
whatever terms actually obtained for such sale by or for it. By
communicating a bid for Placing Shares, each Placee confers on N+1
Singer all such authorities and powers necessary to carry out any
such sale under this paragraph and agrees to ratify and confirm all
actions which N+1 Singer lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
contract note or other electronic communication is copied and
delivered or forwarded/sent 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 United
Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Conditions of the Placing
The obligations of N+1 in respect of the Placing Shares are
conditional upon, inter alia:
(a) the Company and the Sellers complying (in the opinion of N+1
Singer (acting in good faith)) with all their respective
obligations under the Placing Agreement to the extent that they
fall to be performed on or before Admission;
(a) the release of the Placing Results Announcement by 5.00 p.m.
on the date of this Announcement (or such later date as N+1 Singer
may agree with the Company);
(b) the despatch of the Circular to Shareholders by no later than midnight on 30 June 2020 ;
(c) the delivery by the Company to N+1 Singer of certain customary documentation;
(d) the warranties on the part of the Company and the Sellers
contained in the Placing Agreement being true and accurate in all
respects and not misleading in any respect (in each case as is
material) at the applicable time given, by reference to the facts
and circumstances then subsisting;
(e) the Company having allotted, subject only to Admission, the
New Shares in accordance with the Placing Agreement;
(f) the Company having approved, subject to stamping (if
applicable), the transfer of the Sale Shares in accordance with the
Placing Agreement;
(g) the Resolutions having been duly passed at the General
Meeting (without amendment or with such amendments as N+1 Singer
may agree with the Company);
(h) there not having occurred, in the opinion of N+1 Singer
(acting in good faith), any material change in the business or
prospects of any member of the Group or the Group (taken as a
whole); and
(i) Admission having become effective not later than 8.00 a.m.
on 17 July 2020 (or such later date as N+1 Singer may agree with
the Company, not being later than 8.00 a.m. on the Long Stop
Date),
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions is not fulfilled in all respects or,
where permitted, waived or extended to the extent permitted by law
or regulations in accordance with the Placing Agreement within the
stated time periods (or such later time and/or date as the Company
and N+1 Singer may agree), or the Placing Agreement is terminated
in accordance with its terms (as to which, see "Termination of the
Placing" below), the Placing will cease and determine. If the
Placing ceases and determines before Admission, each Placee's
rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or revocation
or termination by it after the issue by N+1 Singer of a contract
note or other electronic confirmation following the close of the
Bookbuilding Process and confirming each Placee's allocation and
commitment in the Placing.
N+1 Singer shall be entitled, in its absolute discretion, to
waive fulfilment of all or any of the conditions in whole or in
part (to the extent that N+1 is capable of waiving such
conditions), or extend the time provided for fulfilment of one or
more conditions in respect of all or any part of the performance
thereof, save that the condition relating to Admission referred to
above may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below under
"Termination of the Placing".
Neither N+1 Singer, nor any of its affiliates, agents,
directors, officers or employees, nor the Company nor the Sellers,
nor any person acting on their behalf, has or shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
Agreement nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of N+1
Singer and the Company.
Termination of the Placing
N+1 Singer may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to and
including Admission if, inter alia:
(a) N+1 Singer is of the opinion (acting in good faith) that:
(i) any of the warranties on the part of the Company or the Sellers
contained in the Placing Agreement was, when given, untrue,
inaccurate or misleading in any respect by reference to the facts
subsisting at the time, and which in any such case is material;
(ii) any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing has become or been
discovered to be untrue, inaccurate or misleading, and which in any
such case is material; (iii) any matter has arisen which gives
rise, or might reasonably be expected to give rise, to a claim
under the indemnification provisions in the Placing Agreement; or
(iv) there shall have occurred any material change in the business
or prospects of any member of the Group or the Group (taken as a
whole) since the date of the Placing Agreement; or
(b) in the opinion of N+1 Singer (acting in good faith), there
has been a force majeure event which has a material adverse effect
on the operation of any of the principal financial and investments
markets in the United Kingdom.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Bookbuilding Process, each Placee agrees
with the Company, the Sellers and N+1 Singer that the exercise by
the Company, the Sellers or N+1 Singer of any right of termination
or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company, the Sellers
or N+1 Singer or for agreement between the Company, the Sellers and
N+1 Singer (as the case may be) and that none of the Company, the
Sellers or N+1 Singer need make any reference to, or consultation
with, such Placee and that none of the Company, the Sellers, N+1
Singer or any of their respective affiliates, agents, directors,
officers or employees, or any person acting on its or their behalf,
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" above and
will not be capable of rescission or termination by it after the
issue by N+1 Singer of a contract note or other electronic
confirmation following the close of the Bookbuilding Process and
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, acknowledges, agrees and undertakes (for
itself and for any such prospective Placee) to N+1 Singer, the
Sellers and the Company, in each case as a fundamental term of
their application for Placing Shares, that (save where N+1 Singer
expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its subscription for and/or purchase of the Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this Announcement and the Publicly
Available Information , such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares ;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (a) is required under the Prospectus
Regulation or other applicable law; and (b) has been or will be
prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the
Market Abuse Regulation (EU Regulation No. 596/2014 (the "MAR")),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company without undue difficulty;
4. it has made its own assessment of the Placing and 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 satisfied itself that the
information is still current and does not require any disclosure or
offering document or prospectus for such purpose) and none of N+1
Singer, the Sellers or the Company or 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 or
the Publicly Available Information; and it has not requested N+1
Singer, the Sellers, the Company, any of their respective
affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such
information;
5. neither N+1 Singer nor any person acting on behalf of it nor
any of its affiliates, agents, directors, officers or employees has
or shall have any liability for any Publicly Available Information,
or any oral or written representation relating to the Company, or
any misstatements or omissions therein, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6. none of N+1 Singer, the Sellers or the Company (or any of
their respective affiliates, agents, directors, officers and
employees) or any person acting on behalf of any of them have 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 this Announcement and the
Publicly Available Information;
7. neither N+1 Singer, nor any of its respective affiliates nor
any person acting on its or their behalf are providing any service
to it, making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into to acquire any
Placing Shares, or providing advice to it in relation to the
Placing Shares or the Company;
8. the contents of this Announcement and the Publicly Available
Information have been prepared by and are exclusively the
responsibility of the Company and that neither N+1 Singer nor its
affiliates nor any persons acting on its or their behalf is
responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this Announcement, including this Appendix, or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, including this Appendix, the Publicly Available
Information or otherwise. Nothing in this Appendix shall exclude
any liability of any person for fraudulent misrepresentation made
by that person;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South
Africa or Japan or in any country or jurisdiction where any such
action for that purpose is required;
10. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the
United States, Australia, Canada, the Republic of South Africa or
Japan, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of the United States, Australia, Canada,
the Republic of South Africa or Japan and may not be offered, sold,
or acquired, directly or indirectly, within those
jurisdictions;
11. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are subscribed for and/or purchased
will be, outside the United States and subscribing for and/or
purchasing the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act; and it has full power to make the representations,
warranties, indemnities, acknowledgements, agreements and
undertakings herein on behalf of each such account;
12. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
13. it (and any account for which it is subscribing and/or
purchasing) is not acquiring the Placing Shares with a view to any
offer, sale or distribution thereof within the meaning of the
Securities Act;
14. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer subject to certain
exceptions under US law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 , Rule 144A or any other exemption
under the Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
15. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the
Securities Act, if available, and in each case in accordance with
all applicable securities laws of the states of the United States
and other jurisdictions;
16. it understands that the Placing Shares are expected to be
issued and/or transferred to it through CREST but may be issued
and/or transferred to it in certificated, definitive form and
acknowledges and agrees that the Placing Shares will, if required,
to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
17. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
18. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing Shares and it has made such investigation and has
consulted its own independent advisers or otherwise has satisfied
itself concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
19. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
20. no action has been or will be taken by any of the Company,
the Sellers, N+1 Singer or any person acting on behalf of the
Company, the Sellers or N+1 Singer that would, or is intended to,
permit a public offer of the Placing Shares in the United States or
in any country or jurisdiction where any such action for that
purpose is required;
21. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire;
22. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
23. none of N+1 Singer, the Sellers, the Company or any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of N+1 Singer and that N+1 Singer has
no duties or responsibilities to it for providing the protections
afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
24. it will make payment to N+1 Singer for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which, inter alia, the relevant Placing
Shares may be placed with others on such terms as N+1 Singer
determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) imposed in any jurisdiction which may arise upon the
sale of such Placee's Placing Shares on its behalf;
25. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for and/or purchase, and that it may be
called upon to subscribe for and/or purchase a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
26. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be, and that N+1
Singer and the Company will not be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to acquire Placing Shares pursuant to
the Placing and agrees to indemnify the Company and N+1 Singer in
respect of the same on the basis that the Placing Shares will be
allotted to a CREST stock account of N+1 Singer or transferred to a
CREST stock account of N+1 Singer who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
27. the allocation, allotment, issue, transfer and delivery to
it, or the person specified by it for registration as holder, of
Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue, transfer or delivery of
Placing Shares would give rise to such a liability;
28. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2)(a)-(d) of the Order and undertakes that it will
subscribe for and/or purchase, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
29. if it is within a Relevant State, it is a Qualified Investor
as defined in Article 2(e) of the Prospectus Regulation;
30. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Relevant
State other than Qualified Investors, or in circumstances in which
the express prior written consent of N+1 Singer has been given to
the offer or resale;
31. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant State prior to the expiry
of a period of six months from Admission except to persons whose
ordinary activities involve them in subscribing for and/or
purchasing, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any
member state of the EEA within the meaning of the Prospectus
Regulation;
32. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
relevant communication by an authorised person and it acknowledges
and agrees that this Announcement has not been approved by N+1
Singer in its capacity as an authorised person under section 21 of
the FSMA and it may not therefore be subject to the controls which
would apply if it was made or approved as financial promotion by an
authorised person;
33. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and the Financial Services Act 2012 in respect of anything done in,
from or otherwise involving the United Kingdom);
34. if it has received any inside information (for the purposes
of the MAR and/or section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing,
it has not: (i) dealt (or attempted to deal) in the securities of
the Company; (ii) encouraged, recommended or induced another person
to deal in the securities of the Company; or (iii) unlawfully
disclosed such information to any person, prior to the information
being made publicly available;
35. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Criminal Justice Act 1993, the Terrorism Act 2000 (as
amended), the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US 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;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(together with the Money Laundering Regulations, 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 subscription and/or purchase, and it will
provide promptly to N+1 Singer such evidence, if any, as to the
identity or location or legal status of any person which it may
request from it in connection with the Placing (for the purpose of
complying with the 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 N+1 Singer on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
N+1 Singer may decide at its sole discretion;
36. in order to ensure compliance with the Regulations, N+1
Singer or the Company's Registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to N+1 Singer or the Company's Registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at N+1 Singer's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at N+1 Singer's or the Company's
Registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity N+1
Singer (for itself and as agent on behalf of the Company) or the
Company's Registrars have not received evidence satisfactory to
them, either N+1 Singer and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank or CREST account from which they were originally
debited;
37. N+1 Singer and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, purchased, acquired or otherwise dealt
with should be read as including any offer to, or subscription,
purchase, acquisition or dealing by, N+1 Singer and/or any of its
affiliates acting as an investor for its or their own account(s).
Neither N+1 Singer nor the Company intend to disclose the extent of
any such investment or transaction otherwise than in accordance
with any legal or regulatory obligation to do so;
38. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note or other electronic communication will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's, the Seller's or N+1 Singer's conduct
of the Placing;
39. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate
independently the merits and risks of an investment in the Placing
Shares. It further acknowledges that it is experienced in investing
in securities of this nature and is aware that it may be required
to bear, and is able to bear, the economic risk for an indefinite
period of, and is able to sustain, a complete loss in connection
with the Placing. It is aware and understands that an investment in
the Placing Shares involves a considerable degree of risk and will
not look to N+1 Singer, any of its respective affiliates or any
person acting on its or their behalf for all or part of any such
loss or losses it may suffer, and it has been provided a reasonable
opportunity to undertake, and has undertaken, such investigation
and has been provided with and has evaluated such documents and
information as it has deemed necessary to enable it to make an
informed and intelligent decision with respect to making an
investment in the Placing Shares. It has relied upon its own
examination and due diligence of the Company and its affiliates
taken as a whole, and the terms of the Placing, including the
merits and risks involved;
40. it irrevocably appoints any duly authorised officer of N+1
Singer as its agent for the purpose of executing and delivering to
the Company and/or its Registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to acquire upon the terms of
this Announcement;
41. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
42. time is of the essence as regards its obligations under this Appendix;
43. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
44. the Placing Shares will be issued and subscribed for and
purchased subject to the terms and conditions of this Appendix;
45. none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for and/or
purchase any Placing Shares under the Placing and no failure
(whether entire or partial) by any other Placee to meet any of its
obligations in respect of the Placing will affect any of its
obligations in respect of the Placing;
46. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Bookbuilding Process and/or
the Placing will be governed by and construed in accordance with
English law and it submits to the exclusive jurisdiction of the
English courts in relation to any claim, dispute or matter arising
out of such contract except that enforcement proceedings in respect
of the obligation to make payment for the Placing Shares (together
with interest chargeable thereon) may be taken by the Company or
N+1 Singer in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange; and
47. the Company, the Sellers, N+1 Singer and others (including
each of their respective affiliates, agents, directors, officers
and employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements, agreements
and undertakings, which are given to N+1 Singer on its own behalf
and on behalf of the Company and are irrevocable.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Sellers, N+1 Singer and each of their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) directly or indirectly arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by N+1 Singer, the Sellers, the Company or each of their
respective affiliates, agents, directors, officers or employees
arising from the performance of the Placee's obligations as set out
in this Announcement, and further agrees that the provisions of
this Appendix shall survive after the completion of the
Placing.
The rights and remedies of N+1 Singer and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer, nor their respective affiliates
nor any person acting on its or their behalf shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify N+1
Singer accordingly. In addition, Placees should note that they will
be liable for any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and N+1 Singer in
the event that either the Company and/or N+1 Singer have incurred
any such liability to such taxes or duties.
N+1 Singer is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Bookbuilding Process and the Placing and
will not regard any other person (whether or not a recipient of
this document) as a client in relation to the Bookbuilding Process
or the Placing and 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
Bookbuilding Process or the Placing or any other matters referred
to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules: as
a consequence this money will not be segregated from N+1 Singer's
money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee.
Each Placee may be asked to disclose in writing or orally to N+1
Singer:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. N+1 Singer will notify Placees and any persons acting on
behalf of the Placees of any changes.
No statement in this Announcement or the Placing Results
Announcement (when made) is intended to be a profit forecast or
estimate, and no statement in this Announcement or the Placing
Results Announcement (when made) should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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
IOEPPUAPQUPUUUQ
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