TIDMJNEO
RNS Number : 2776W
Journeo PLC
10 December 2019
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF JOURNEO PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED.
10 December 2019
Journeo plc
("Journeo" or the "Company")
Placing to raise approximately GBP1.2 million
Journeo (AIM: JNEO), the specialist provider of integrated IoT
systems and software to the passenger transport markets, is pleased
to announce it is undertaking an unconditional placing of up to 2.4
million new ordinary shares of 6.5 pence each (the "New Ordinary
Shares") to raise approximately GBP1.2 million (the "Placing").
Details of the Placing
The Company is carrying out a fundraising to raise approximately
GBP1.2 million, before expenses, via an unconditional placing of up
to 2.4 million New Ordinary Shares at a price of 50 pence per share
(the "Placing Price"). It is intended that the net proceeds of the
Placing will be used to strengthen the Company's balance sheet to
help secure pipeline prospects, to fund growth, R&D and
marketing and to provide additional working capital.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this Announcement.
WH Ireland Limited is acting as broker in relation to the
Placing. A placing agreement has been entered into between the
Company and WH Ireland in connection with the Placing.
Placing Highlights
-- Placing to raise approximately GBP1.2 million before expenses
at a price of 50 pence per share.
-- Placing being conducted through an accelerated bookbuild
process which will open with immediate effect following this
Announcement.
-- Placing Price represents a discount of approximately 2 per
cent to the closing mid-market price of Journeo's existing ordinary
shares of 51 pence at the close of business on 9 December 2019.
-- The New Ordinary Shares, assuming full take-up, will
represent approximately 41.18 per cent. of the Company's existing
issued share capital.
-- The final number of New Ordinary Shares will be agreed by WH
Ireland and the Company at the close of the Bookbuild, and the
result will be announced as soon as practicable thereafter.
-- The timing for the close of the Bookbuild and allocation of
the New Ordinary Shares shall be at the discretion of WH Ireland,
in consultation with the Company. The Placing is not
underwritten.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
Directors; Russ Singleton, Mark Elliot and Jamie Cumming are
intending to subscribe for 112,250, 100,000 and 25,000 New Ordinary
Shares respectively at the Placing Price in the Placing. Under the
AIM Rules, the Director's participation in the Placing constitutes
a related party transaction. Nick Lowe, who is not participating in
the Placing, and so constitutes an independent Director for the
purposes of the Placing considers, having consulted with WH
Ireland, that the terms of the related party transaction are fair
and reasonable insofar as the Shareholders are concerned.
Trading Update:
The Company announced a trading update this morning confirming
that its results for the year ending 31 December 2019 are expected
to be in line with market expectations. In addition the Company
announced that GBP9 million of new business for 2020 and beyond has
been confirmed.
Reasons for placing:
The Company is seeing increasing interest in its products and
services from significant industry players. In order to help secure
and deliver such interest the Directors believe that the Company
needs to strengthen its balance sheet and increase its working
capital resources. The Placing will facilitate this and provide
further resources for R&D and marketing. For the reasons set
out above the Board has decided to undertake the Placing.
Expected Timetable for the Placing
2019
Announcement of the Placing, Bookbuild commences 7 a.m. on 10 December
Admission and commencement of dealings in 8 a.m. on 13 December
the New Ordinary Shares
CREST accounts to be credited with New Ordinary 8 a.m. on 13 December
Shares
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified to Shareholders
by an announcement on a Regulatory Information Service.
Additional information on the Placing is included below.
Attention is also drawn to the section headed 'Important
Information' and to the Appendix to this Announcement containing,
inter alia, the terms and conditions of the Placing (representing
important information for placees only). The number of New Ordinary
Shares to be placed in connection with the Placing will be agreed
by Journeo and WH Ireland at the close of the Bookbuild process,
and the results of the Placing will be announced as soon as
practicable thereafter. The timing of the closing of the book,
pricing and allocations is at the absolute discretion of Journeo
and WH Ireland.
Terms used but not defined elsewhere in this Announcement shall
have the meanings given to such terms in the Definitions section of
the Appendix to this Announcement.
Enquiries:
Journeo plc www.journeo.com
Russ Singleton (Chief Executive Officer)
Nick Lowe (Chief Financial Officer +44 (0) 8448717990
WH Ireland Limited (Nominated Adviser www.whirelandcb.com
and Broker)
Mike Coe / Chris Savidge (Corporate
Finance) +44 (0) 117 945 3470
Jasper Berry (Corporate Broking) +44 (0) 207 220 1666
Additional Information
1. Details of the Placing
The Company is proposing to raise up to approximately GBP1.2
million (before expenses) pursuant to the Placing. The Placing
Price represents a discount of 2 per cent. to the Closing Price on
9 December 2019, the last trading day prior to this
Announcement.
The Placing will be conducted by way of a non pre-emptive share
issue. The Directors believe that this is the most cost effective
and reliable method to raise funds. The Directors consider that the
potential long-term value creation benefit to Shareholders arising
from the application of the net Placing proceeds outweighs the
dilutive effects of the Placing.
The Placing, which is being arranged on behalf of the Company by
WH Ireland, is wholly unconditional, subject to the terms of the
Placing Agreement.
The Placing Agreement contains customary warranties and
indemnities given by the Company to WH Ireland (and WH Ireland
alone) with respect to its business and the Group and to certain
matters connected with the Placing. The Placing may be terminated
by WH Ireland in the event of, inter alia, a material breach by the
Company of the terms of the Placing Agreement (including the
warranties) or a material adverse change in the condition of the
Group. Under the terms of the Placing Agreement, the Company has
agreed to pay WH Ireland, in consideration for its broking services
in respect of the Placing, a commission representing a percentage
of the gross proceeds raised in the Placing and the Company has
also agreed to pay a corporate finance fee contingent on the
completed Placing.
The Appendix to this Announcement (which forms a part of this
Announcement) contains the detailed terms and conditions of the
Placing.
The New Ordinary Shares are being offered by way of an
accelerated bookbuilding process (the "Bookbuild"), which will be
launched immediately following this Announcement in accordance with
the terms and conditions set out in the Appendix to this
Announcement. WH Ireland will be acting as sole bookrunner in
connection with the Bookbuild. The Placing is not being
underwritten.
The Bookbuild will determine final demand for and participation
in the Placing. The timing of the closing of the Bookbuild is at
the absolute discretion of the Company and WH Ireland, but is
expected to be no later than 4.30 p.m. today, 10 December 2019. The
allocations will be determined by the Company and WH Ireland in
their absolute discretion and will be confirmed orally or by email
by WH Ireland following the close of the Bookbuild. A further
announcement of the results of the Placing will be made by the
Company following the completion of the Bookbuild.
The New Ordinary Shares will be issued credited as fully paid
and will rank in full for all dividends and other distributions
declared, made or paid after the admission of the New Ordinary
Shares and will otherwise rank on admission pari passu in all
respects with the Existing Ordinary Shares. The New Ordinary Shares
are not being made available to the public and are not being
offered or sold in any jurisdiction where it would be unlawful to
do so.
Admission, Settlement and CREST
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will be effective and trading in the New
Ordinary Shares will commence at 8 a.m. on 13 December 2019.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic rather than paper form. The
Ordinary Shares are already admitted to CREST and therefore the New
Ordinary Shares will also be eligible for settlement in CREST. The
New Ordinary Shares due to uncertificated holders are expected to
be delivered in CREST on 13 December 2019.
IMPORTANT INFORMATION
The distribution of this Announcement and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted or
prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. No
action has been taken by the Company or WH Ireland that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and WH Ireland to
inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the Directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by any
such forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and neither WH
Ireland nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement.
WH Ireland, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and broker to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing. WH
Ireland is acting exclusively for the Company and for no one else
in relation to the matters described in this Announcement and is
not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of WH Ireland, or for providing
advice in relation to the contents of this Announcement or any
matter referred to in it. The responsibilities of WH Ireland as the
Company's nominated adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director
or shareholder of the Company or any other person, in respect of a
decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
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 WH Ireland or by any of their 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY WH IRELAND, "QUALIFIED INVESTORS" AS
DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH
MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the New Ordinary Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in MiFID II); and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an
investment in the New Ordinary Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire New Ordinary Shares. Each Placee hereby agrees with WH
Ireland and the Company to be bound by these terms and conditions
as being the terms and conditions upon which New Ordinary Shares
will be issued or acquired. A Placee shall, without limitation,
become so bound if WH Ireland confirms to such Placee its
allocation of New Ordinary Shares.
Upon being notified of its allocation of New Ordinary Shares, a
Placee shall be contractually committed to acquire the number of
New Ordinary Shares allocated to it at the Placing Price and, to
the fullest extent permitted by law, will be deemed to have agreed
not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
New Ordinary Shares has been given.
Details of the Placing Agreement and the New Ordinary Shares
WH Ireland and the Company have entered into a Placing
Agreement, under which WH Ireland has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure placees for the New Ordinary Shares. The
Placing is not being underwritten by WH Ireland or any other
person.
The number of New Ordinary Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of New Ordinary
Shares and allocations are at the discretion of WH Ireland and a
further announcement confirming these details will be made in due
course.
The New Ordinary Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the New
Ordinary Shares.
The New Ordinary Shares will trade on AIM under JNEO with ISIN
GB00BKP51V79.
Application for admission to trading
Application will be made to London Stock Exchange for admission
to trading of the New Ordinary Shares on AIM. It is expected that
settlement of any such shares and Admission will become effective
on or around 13 December 2019 and that dealings in the New Ordinary
Shares will commence at that time.
Bookbuild
WH Ireland will today commence the Bookbuild to determine demand
for participation in the Placing by potential Placees at the
Placing Price. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any New Ordinary Shares.
WH Ireland and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. WH Ireland is arranging the Placing as agent for, and broker
to, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
WH Ireland. WH Ireland is entitled to participate in the Placing as
principal.
3. The Bookbuild will establish the number of New Ordinary
Shares to be placed at the Placing Price, which will be agreed
between WH Ireland and the Company following completion of the
Bookbuild. The number of New Ordinary Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland Corporate &
Institutional Broking. Each bid should state the number of New
Ordinary Shares which the prospective Placee wishes to subscribe
for at the Placing Price. Bids may be scaled down by WH Ireland on
the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of WH Ireland. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland following the close of the Bookbuild and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter. WH Ireland's oral or emailed confirmation will
give rise to an irrevocable, legally binding commitment by that
person (who at that point becomes a Placee), in favour of WH
Ireland and the Company, under which it agrees to acquire by
subscription or purchase the number of New Ordinary Shares
allocated to it at the Placing Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
WH Ireland's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of New Ordinary Shares
to be placed at the Placing Price.
8. Subject to paragraphs 4 and 5 above, WH Ireland may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. WH Ireland may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate New Ordinary Shares after
the time of any initial allocation to any person submitting a bid
after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and except with WH Ireland's consent will not be capable of
variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all New
Ordinary Shares to be placed pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations of WH Ireland under the Placing will be
subject to fulfilment 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 "Right to terminate under the
Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither WH
Ireland nor any of its affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the delivery of the New
Ordinary Shares to the Placees and WH Ireland and its affiliates
shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither WH
Ireland nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of WH Ireland's conduct of the Placing.
Conditions of the Placing
WH Ireland's obligations under the Placing Agreement in respect
of the New Ordinary Shares are conditional on, inter alia:
(a) the Company allotting the New Ordinary Shares, prior to and
conditional only on Admission, in accordance with the terms of the
Placing Agreement.
(b) Admission taking place not later than 8.00 a.m. on 13
December 2019 (or such later time or date as the Company and WH
Ireland may agree, not later than 8.00 a.m. on 20 December 2019);
and
(c) the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement
in relation to the New Ordinary Shares are not fulfilled or waived
by WH Ireland by the respective time or date where specified (or
such later time or date as WH Ireland may notify to the Company,
not being later than 8 a.m. on 20 December 2019); (ii) any of such
conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the New Ordinary Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.
WH Ireland may, at its sole discretion and upon such terms as it
thinks fit, waive or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither WH Ireland, the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of WH
Ireland.
Right to terminate the Placing Agreement
WH Ireland is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
(a) the Company is in breach of any provision of the Placing
Agreement, or with the requirements of any laws or regulations
(including the Market Abuse Regulation and the AIM Rules) in
relation to the Placing;
(b) WH Ireland becomes aware of any circumstance which results
in a breach of any of the warranties given in the Placing Agreement
when given at the date of the Placing Agreement or which results in
or might in the opinion of WH Ireland result in a breach of any of
the warranties when deemed given;
(c) the appointment of WH Ireland as agent of the Company is
terminated for whatever reason;
(d) it should come to the notice of WH Ireland that any
statement contained in any of the Placing Documents (as defined in
the Placing Agreement) is untrue, inaccurate or misleading which WH
Ireland (acting reasonably) considers to be material or that
matters have arisen which would, if the Placing Documents were
issued at that time, constitute an omission therefrom which WH
Ireland (acting reasonably) consider to be material, and such
matter may not, in the opinion of WH Ireland (acting reasonably) be
addressed by the publication of a further document or the making of
an announcement;
(e) if in the opinion of WH Ireland (acting in good faith) any
material adverse change in the financial or trading position or
prospects of the Company or any member of its Group has or will
occur;
(f) the application is refused by the London Stock Exchange;
(g) a suspension of trading in securities generally on the
London Stock Exchange or trading is limited or minimum prices
established on such exchange; or
(h) an event or other matter (including, without limitation, any
change or development in economic, financial, political, diplomatic
or other market conditions or any change in any government
regulation) has occurred or is likely to occur which, in the
opinion of WH Ireland acting in good faith, is (or will be if it
occurs) likely materially and prejudicially to affect the financial
position or the business or prospects of the Company or otherwise
makes it impractical or inadvisable for WH Ireland to perform its
respective obligations under the Placing Agreement; for these
purposes 'market conditions' includes conditions affecting
securities in the business sector in which the Company operates and
conditions affecting securities generally.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by WH Ireland of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of WH Ireland, as applicable, and that neither
need make any reference to Placees and that neither WH Ireland, nor
any of its respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The New Ordinary Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules (the "Exchange Information"). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the
Company, or WH Ireland or any other person and neither WH Ireland,
the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by WH Ireland, the Company,
or their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor WH Ireland are making any undertaking or warranty to
any Placee regarding the legality of an investment in the New
Ordinary Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the New Ordinary Shares. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated New
Ordinary Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with WH Ireland, stating the number of New Ordinary Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee (in GBP) and a form of confirmation in relation to
settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by WH Ireland in accordance with the standing CREST
settlement instructions which they have in place with WH
Ireland.
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00BKP51V79) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, WH Ireland reserves
the right to require settlement for, and delivery of, the New
Ordinary Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 13 December 2019 in
accordance with the instructions set out in the form of
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with
these obligations, WH Ireland may sell any or all of the New
Ordinary Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for WH Ireland's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify WH Ireland on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such New Ordinary Shares on such
Placee's behalf. By communicating a bid for New Ordinary Shares,
each Placee confers on WH Ireland such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which WH Ireland lawfully takes in pursuance of
such sale.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as New Ordinary Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such New Ordinary Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax or securities transfer tax. Neither WH Ireland nor
the Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the New Ordinary Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to WH Ireland (for themselves and
on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of New Ordinary Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by WH Ireland of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of WH Ireland, and WH Ireland need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against WH Ireland, or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, WH Ireland and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the New Ordinary Shares other than as contained in this
Announcement and the Exchange Information. Each Placee agrees that
neither the Company, WH Ireland nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
5. that in the case of any New Ordinary Shares acquired by it as
a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, (i) the New Ordinary Shares acquired by
it in the Placing have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, persons
in any Member State of the European Economic Area which has
implemented the Prospectus Directive other than Qualified Investors
or in circumstances in which the prior consent of WH Ireland has
been given to the offer or resale; or (ii) where New Ordinary
Shares have been acquired by it on behalf of persons in any member
state of the EEA other than Qualified Investors, the offer of those
New Ordinary Shares to it is not treated under the Prospectus
Directive as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
WH Ireland to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that WH Ireland is not acting for it or its clients, and that
WH Ireland will not be responsible for providing the protections
afforded to customers of WH Ireland or for providing advice in
respect of the transactions described herein;
7. that it has made its own assessment of the New Ordinary
Shares and has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing and neither WH Ireland nor 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
New Ordinary Shares or the Company or any other person other than
the information in this Announcement, the Presentation or the
Publicly Available Information; nor has it requested WH Ireland,
the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them to provide it with any such information;
8. that it is: (i) unless otherwise agreed in writing with WH
Ireland, located outside the United States and it is not a US
person as defined in Regulation S under the Securities Act
("Regulation S") and it is subscribing for the New Ordinary Shares
only in "offshore transactions" as defined in and pursuant to
Regulation S, and (ii) it is not subscribing for New Ordinary
Shares as a result of any "directed selling efforts" as defined in
Regulation S or by means of any form of "general solicitation" or
"general advertising" as such terms are defined in Regulation D
under the Securities Act;
9. that the New Ordinary Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the New Ordinary Shares may not be offered,
sold, pledged, resold, transferred, delivered or distributed into
or within the United States;
10.that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the New
Ordinary Shares is contained in the Announcement, Presentation and
Publicly Available Information, such information being all that it
deems necessary to make an investment decision in respect of the
New Ordinary Shares and it has made its own assessment of the
Company, the New Ordinary Shares and the terms of the Placing based
on the Announcement, Presentation and Publicly Available
Information;
11.that neither WH Ireland nor the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the New Ordinary Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information;
12.that unless specifically agreed with WH Ireland, it is not
and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States at the time
the undertaking to subscribe for New Ordinary Shares was given and
it is not acquiring New Ordinary Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any New Ordinary Shares into the United States and
it will not reoffer, resell, pledge or otherwise transfer the New
Ordinary Shares except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable
securities laws of any state or jurisdiction of the United
States;
13.that it is not a national or resident of Canada, Australia,
South Africa or Japan or a corporation, partnership or other entity
organised under the laws of Canada, Australia, the Republic of
South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the New
Ordinary Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the New Ordinary Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic of South Africa or Japan;
14.that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the New Ordinary Shares and
it is not acting on a non-discretionary basis for any such
person;
15.that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the New
Ordinary Shares to any persons within the United States or to any
US persons (as that term is defined in Regulation S);
16.that it is entitled to subscribe for New Ordinary Shares
under the laws of all relevant jurisdictions which apply to it and
that it has fully observed such laws and obtained all governmental
and other consents which may be required thereunder or otherwise
and it has complied with all necessary formalities and that it has
not taken any action which will or may result in the Company or WH
Ireland or any of their respective directors, officers, employees
or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its
acceptance;
17.that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the New
Ordinary Shares and to perform its subscription and/or purchase
obligations;
18.that where it is acquiring New Ordinary Shares for one or
more managed accounts, it is authorised in writing by each managed
account: (a) to acquire the New Ordinary Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this appendix and
the announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland;
19.that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any New Ordinary Shares that are allocated to
it for the purposes of its business;
20.that, unless otherwise agreed by WH Ireland, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
21.that, unless otherwise agreed by WH Ireland, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing New Ordinary Shares for investment only and
not with a view to resale or distribution;
22.it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
23.that any money held in an account with each of WH Ireland (or
its nominee) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from WH Ireland's (or its nominee's) money in accordance
with such client money rules and will be used by WH Ireland in the
course of its own business and each Placee will rank only as a
general creditor of WH Ireland;
24.that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
25.that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26.that it will not deal or cause or permit any other person to
deal in all or any of the New Ordinary Shares which it is
subscribing for under the Placing unless and until Admission
becomes effective;
27.that it appoints irrevocably any director of WH Ireland as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the New Ordinary
Shares;
28.that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
29.that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH
Ireland nor the Company has considered its particular objectives,
financial situation and needs;
30.that it is aware that it may be required to bear, and it, and
any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
31.that it will indemnify and hold the Company and WH Ireland
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and WH Ireland will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify WH Ireland and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to WH Ireland for themselves
and on behalf of the Company and will survive completion of the
Placing and Admission;
32.that time shall be of the essence as regards its obligations
pursuant to this Appendix;
33.that it is responsible for obtaining any legal, tax and other
advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or WH Ireland to provide any legal, tax or other advice to
it;
34.that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that WH Ireland shall
notify it of such amendments;
35.that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2007 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such purchase, and it will provide
promptly to WH Ireland such evidence, if any, as to the identity or
location or legal status of any person which WH Ireland may request
from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by WH Ireland on the
basis that any failure by it to do so may result in the number of
New Ordinary Shares that are to be subscribed for by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as WH Ireland may decide in its absolute discretion;
36.that it will not make any offer to the public of those New
Ordinary Shares to be subscribed for by it for the purposes of the
Prospectus Rules made by the FCA pursuant to Commission Regulation
(EC) No. 809/2004;
37.that it will not distribute any document relating to the New
Ordinary Shares and it will be acquiring the New Ordinary Shares
for its own account as principal or for a discretionary account or
accounts (as to which it has the authority to make the statements
set out herein) for investment purposes only and it does not have
any contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any New Ordinary Shares; save that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the New Ordinary Shares it is acting under the
terms of one or more discretionary mandates granted to it by
private clients and it is not acting on an execution only basis or
under specific instructions to purchase the New Ordinary Shares for
the account of any third party;
38.that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the New Ordinary Shares (together with any interest
chargeable thereon) may be taken by the Company or WH Ireland 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;
39.that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to WH Ireland;
40.that WH Ireland owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
41.that WH Ireland or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the New Ordinary Shares;
42.that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the New Ordinary Shares; and
43.that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, WH Ireland and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to WH Ireland for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by WH
Ireland.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the New Ordinary Shares in question.
Such agreement assumes that the New Ordinary Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to transfer the New Ordinary Shares into a clearance
service. If there are any such arrangements, or the settlement
relates to any other subsequent dealing in the New Ordinary Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor WH Ireland will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of New Ordinary Shares
has given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and WH Ireland in the event that any of the
Company and/or WH Ireland has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify WH Ireland
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any New Ordinary Shares or the agreement by them to
subscribe for or purchase any New Ordinary Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. WH Ireland shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by WH
Ireland or by any of its respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective in
accordance with the AIM Rules
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
------------------------------------------------------------
"AIM" the market of that name operated by the
London Stock Exchange
------------------------------------------------------------
"Announcement" this announcement
------------------------------------------------------------
"Articles" the articles of association of the Company
(as amended from time to time)
------------------------------------------------------------
"Bookbuild" the accelerated bookbuilding to be conducted
by WH Ireland pursuant to the Placing Agreement
and this Announcement
------------------------------------------------------------
"Business Day" any day on which banks are usually open
for business in England and Wales for the
transaction of sterling business, other
than a Saturday, Sunday or public holiday
------------------------------------------------------------
"certificated" or "in an Existing Ordinary Share or an Ordinary
certificated form" Share recorded on the Company's share register
as being held in certificated form (namely,
not in CREST)
------------------------------------------------------------
"Closing Price" the closing middle market price of an Existing
Ordinary Share as derived from the AIM Appendix
to the Daily Official List of the London
Stock Exchange
------------------------------------------------------------
"Company" or "Journeo" Journeo plc
------------------------------------------------------------
"Companies Act" the Companies Act 2006, as amended
------------------------------------------------------------
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
------------------------------------------------------------
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
------------------------------------------------------------
"EEA" the European Economic Area
------------------------------------------------------------
"Existing Ordinary Shares" the 5,827,500 Ordinary Shares in issue at
the date of this Announcement
------------------------------------------------------------
"Group" Journeo plc and its subsidiary undertakings
------------------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
------------------------------------------------------------
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU)
(incorporating the technical standards,
delegated regulations and guidance notes,
published by the European Commission, London
Stock Exchange, the FCA and the European
Securities and Markets Authority)
------------------------------------------------------------
"New Ordinary Shares" up to 2,400,000 New Ordinary Shares to be
placed pursuant to the Placing Agreement
------------------------------------------------------------
"Ordinary Shares" ordinary shares of 6.5 pence each in the
capital of the Company
------------------------------------------------------------
"Overseas Shareholders" holders of Existing Ordinary Shares who
are neither resident in, nor have a registered
address in, the UK
------------------------------------------------------------
"Placee" any person subscribing for and/or purchasing
New Ordinary Shares pursuant to the Placing
------------------------------------------------------------
"Placing" the placing of the New Ordinary Shares by
WH Ireland on behalf of the Company at the
Placing Price pursuant to the Placing Agreement
------------------------------------------------------------
"Placing Agreement" the agreement dated 10 December 2019 between
the Company and WH Ireland relating to the
Placing
------------------------------------------------------------
"Placing Price" 50 pence per New Ordinary Share
------------------------------------------------------------
"Presentation" the investor presentation to prospective
Placees relating to the Group and its business
------------------------------------------------------------
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the
Company on or prior to the date of this
Announcement
------------------------------------------------------------
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
------------------------------------------------------------
"Securities Act" the United States Securities Act of 1933,
as amended
------------------------------------------------------------
"Shareholders" the holders of Ordinary Shares (as the context
requires) at the relevant time
------------------------------------------------------------
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
------------------------------------------------------------
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America and the District of Columbia
and any other area subject to its jurisdiction
------------------------------------------------------------
"US Person" has the meaning set out in Regulation S
of the Securities Act
------------------------------------------------------------
"WH Ireland" WH Ireland Limited, the Company's nominated
adviser and broker
------------------------------------------------------------
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
IOEDBBDDBXGBGCC
(END) Dow Jones Newswires
December 10, 2019 02:01 ET (07:01 GMT)
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