TIDMBILB
RNS Number : 4894T
Bilby PLC
14 November 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"ANNOUNCEMENT") 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,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
14 November 2019
Bilby Plc
("Bilby" or the "Company")
Proposed Fundraise to raise a minimum of GBP2 million
Bilby plc (AIM: BILB), a leading gas heating, electrical and
building services provider, wishes to announce a proposed fundraise
to raise gross proceeds of a minimum of GBP2 million by way of a
placing (the "Placing") and a subscription (the "Subscription") of
new ordinary shares of 10 pence each in the Company ("New Shares")
(the Placing and the Subscription, together the "Fundraise").
The net proceeds of the Fundraise will be used to improve the
Company's working capital position. By undertaking the Fundraise
the Company has been granted temporary amendments to its financial
covenants with HSBC UK Bank ("HSBC") until June 2020 which will
provide Bilby with additional time and flexibility to agree new
debt facilities with rebased financial covenants, a process which
may involve a further equity fundraising.
Key Highlights:
-- Proposed Fundraise of New Shares with institutional investors
to raise a minimum of GBP2 million (before expenses)
-- Certain of the Directors and senior management have indicated
an intention to participate in the Fundraise for an amount of
GBP365,000 by way of the Subscription
-- The Company intends to use the net proceeds of the Fundraise
to improve its working capital position.
-- Agreed with HSBC temporary amendments to financial covenants
in the existing debt facility, including a waiver of financial
covenants for the test periods ending 30 June 2019 and 30 September
2019, and a covenant re-set until June 2020, to provide the Company
with additional time and flexibility to agree new debt facilities
with rebased financial covenants.
-- The Group continues to trade in line with management
expectations and there are no major contracts up for renewal in the
current financial year.
-- For the year ending 31 March 2020, and in addition to the
required investment programme, the Board remains confident of at
least maintaining underlying revenues of GBP59 million with an
adjusted EBITDA of not less than GBP4.5 million.
-- Canaccord Genuity Limited ("Canaccord Genuity") is acting as
Nominated Adviser, sole bookrunner and sole broker in relation to
the proposed Placing.
Completion of the Fundraise is subject only to Admission, and
the Company is using its existing shareholder authorities granted
at the annual general meeting on 28 October 2019. The New Shares
are expected to be admitted to trading on or around 20 November
2019 ("Admission").
The Company announced on 19 September 2019 that it was
considering an equity fund raise in the short term to provide
additional resources to reduce overall indebtedness. Given the
tight working capital position that the Company is in, and the
limited headroom in its existing debt facilities, the Board
believes an equity fundraising is required to improve its working
capital position.
In conjunction with the Fundraise, the Company requested a
waiver of its financial covenants contained in its existing
facility agreement for the quarters of June and September 2019 and
a temporary reset of covenants for the subsequent three quarters
until June 2020, which has been granted by HSBC.
The temporary amendments to the financial covenants in its
existing debt facility will allow the Company additional time and
flexibility to agree new debt facilities with HSBC, but if it does
not do so at the end of June 2020, the financial covenants will
revert to the current financial covenants as described below. Under
this scenario, based on the Company's current financial forecasts,
the Company is likely to be in breach of certain of the financial
covenants at the September 2020 covenant test.
Following completion of the Fundraise, the Company may need to
raise additional equity to facilitate any agreement with HSBC to
agree new debt facilities with rebased financial covenants. HSBC
remains supportive of the Group and its strategic plan to
restructure the Group. However, there is a risk that the Company is
not able to agree new debt facilities with HSBC and, in such a
situation, the Board would seek to agree new debt facilities with
another party and/or seek to raise additional equity capital.
If the Fundraise does not complete, the Board would have to
consider alternative equity and/or debt funding for the Company
and/or seek to enter into a new debt facility agreement with HSBC,
which would be expected to be more onerous than the existing debt
facility agreement and there is no guarantee that this would be
available. Shareholders should be aware that in the event that the
Company is unable to obtain such alternative funding there is a
risk of the Company not being able to continue trading as a going
concern. Whilst the Board does not consider this to be a likely
scenario, nevertheless were it to occur, Shareholders could lose
all or a substantial amount of the value of their investment in the
Company.
Background on the Company:
Bilby Plc is a leading gas heating, electrical and building
services provider to over 300,000 local authority and housing
association properties in London and the South East. Bilby was
formed through a buy and build now comprising four divisions:
-- Purdy - an award-winning contractor in electrical, mechanical and property services;
-- DCB (Kent) - a provider of high-quality building, refurbishment and maintenance services;
-- Spokemead - a specialist in electrical installation, repairs and maintenance services;
-- R. Dunham - a provider of electrical installation and maintenance services.
P&R - Bilby's former gas heating division closed in July
2019.
Background to the Fundraise:
The Company announced its final results on 19 September 2019.
Included within that announcement was an overview of the Company's
financial position, an extract of which is set out below:
"...The Group's overall financial position has been impacted by
the increased debt levels and the underlying losses, impairment
write offs and restructuring costs at P&R. As a result the
Group has been in regular dialogue with our bankers HSBC UK Bank
Plc. For the 31 March 2019 covenant tests, the Group was in breach
of certain of the financial covenants set by HSBC UK Bank Plc. The
Group requested a waiver of the breach of covenants which was
formally approved by HSBC UK Bank Plc for the year to 31 March 2019
and the Directors continue to be in detailed discussions with HSBC
UK Bank Plc who remain supportive of the Group and its strategic
plan to restructure the Group.
The Group and HSBC UK Bank Plc are in discussions about
restructuring the borrowing facilities and rebasing the financial
covenants. Whilst HSBC UK Bank Plc remain supportive of the Group
there is no formal documentation in place at the date of signing
these financial statements. The financial covenants are tested
quarterly and based on the existing facility agreement it is
expected that the Group will be in breach of certain of the
financial covenants at the next covenant test. The Board is also
considering an equity fund raise in the short term to provide
additional resources in order to reduce overall indebtedness...
Total borrowings at 31 March 2019 amounted to GBP10.9 million
comprising Term loans of GBP5.3 million, a mortgage loan of GBP0.4m
and an overdraft of GBP5.2 million. Total borrowings have increased
by GBP5.5 million in the Period. At 31 March 2018 total borrowings
were GBP5.4 million comprising Term loan of GBP4.0 million, a
mortgage loan of GBP0.4 million and overdraft of GBP1.0
million.
The current financial covenant measures with HSBC UK Bank Plc
reference a definition of net debt. In addition to total borrowings
of GBP10.9 million at 31 March 2019 (as set out above and in note
10) the net debt definition includes deferred consideration
(GBP476,000), purchasing card facility utilised (GBP2.5 million
utilised of a facility of GBP3.0 million), finance lease
commitments (GBP10,000) and financial guarantees provided by HSBC
UK Bank Plc to subsidiary companies (GBP30,000)..."
P&R
Within the final results on 19 September 2019, the Company also
disclosed that the financial performance was impacted by the
performance at P&R which has also impacted the working capital
position and overall indebtedness which has led to the requirement
for the Fundraise.
"...Financial performance of the Group was negatively impacted
by one subsidiary, P&R, that recorded an underlying EBITDA loss
of GBP2.1million and significant non-underlying items of GBP9.0
million. This was driven by:
-- Two severely loss-making contracts with Carillion Amey and
East Kent Housing - both of which have been terminated and occurred
as a result of failings of previous management and poor governance
at the subsidiary
In the second half of the year, the Board initiated an
operational and financial review of the Group that resulted in the
following actions post-financial period:
-- Exit from East Kent Housing contract on 3 July 2019
(following formal notice of termination by P&R in April
2019)
-- The closure of P&R's gas servicing division on 3 July 2019
-- P&R's profitable building services contracts being
transferred to the management responsibility of Purdy
P&R now has no day-to-day operations and accordingly minimal
associated running costs
Excluding the performance of P&R, Group revenue increased by
5.3% and underlying EBITDA was maintained demonstrating the
continuing robustness of the business..."
Total borrowings at 25 October 2019 is GBP9.9 million
(unaudited), and net debt for financial covenant purposes at 25
October 2019 (which in addition to total borrowings includes
deferred consideration, purchasing card facility utilised, finance
lease commitments and financial guarantees provided by HSBC) is
GBP12.7 million (unaudited). Working capital continues to be tight
with limited headroom against the existing borrowing facilities
(total facilities: GBP14.3 million).
Since 31 March 2019, there have been significant cash related
exceptional costs relating to losses at P&R that were included
in the audited accounts for the year ended 31 March 2019 These
totalled GBP1.935 million, which have now been substantially paid
during the period from 31 March 2019 to 25 October 2019. In
addition to that, Bilby has settled the final cash consideration
for the acquisition of R. Dunham (UK) Limited totalling GBP476k as
well as scheduled repayments under its term loan facility of
GBP832k since 31 March 2019.
The solid underlying cash generation of the Group has in part
enabled these payments to be met but has also resulted in a stretch
in its trade creditors balance of approximately GBP1.6 million,
which has put pressure on the Group's working capital position. An
injection of equity capital to improve working capital and to
reduce the stretch in the trade creditors balance would support the
Group's ability to deliver operational progress.
As set out above, the Company announced on 19 September 2019
that it was considering an equity fund raise to provide additional
resources to reduce overall indebtedness.
Fundraise Consideration
The Directors believe the Fundraise to be in the best interests
of the Company and its Shareholders as a whole. As set out above,
the net proceeds of the Fundraise are required in short order to
improve the Company's working capital position and to allow the
Company the time and flexibility to agree new debt facilities with
HSBC with rebased financial covenants, a process which may also
involve raising additional equity.
The Directors have concluded that a Fundraise is the most
appropriate structure to raise equity funding for the following
inter-linked reasons:
- a non-pre-emptive offer enabled the Company to demonstrate
funding certainty to HSBC in order to secure the temporary
amendments to the financial covenants;
- the time and costs associated with a pre-emptive open offer
would have been longer and higher, and offered no certainty of a
meaningful funding.
Certain of the Directors and senior management have indicated an
intention to participate in the Fundraise for an aggregate amount
of GBP365,000.
Agreement with HSBC
As described above, Bilby has agreed certain temporary
amendments to its existing debt facility with HSBC in order to
facilitate the Fundraise.
As agreed with HSBC, the use of proceeds from the Fundraise and
any subsequent equity fundraising is set out as follows:
-- the first GBP2 million of equity funds raised would be used
as working capital to support Bilby's current cash position;
-- the next GBP1 million of equity funds raised would be used to
reduce indebtedness with HSBC; and
-- 60 per cent. of any equity funds raised above GBP3 million
would be used to reduce indebtedness with HSBC and the balance for
Bilby's working capital purposes.
Covenants
As announced on 19 September 2019, Bilby's financial covenants
are tested quarterly and based on the existing facility agreement
it was expected that the Group would be in breach of certain of the
financial covenants at the next covenant test.
Bilby has agreed with HSBC that the financial covenants tests
will be waived for the June and September 2019 quarters. In
addition, HSBC has agreed to reset the financial covenants for the
December 2019, March 2020 and June 2020 quarters as set out
below:
Reset position
---------------------------------------
Covenant Current position December 2019 March 2020 June 2020
Net Debt/EBITDA 2.0 5.0 3.0 3.0
Debt Service Cover 1.3 1.0 1.3 1.3
Interest Cover 4.0 4.0 4.0 4.0
Working Capital
Cover 150% 125% 150% 150%
As part of the covenant waiver and re-set, HSBC has increased
the interest margin on the GBP4.2 million term loan from 2.75 per
cent above LIBOR to 3.75 per cent.
Use of proceeds:
The net proceeds of the Fundraise will be used to provide
working capital to the Group. The Company has agreed with HSBC that
should the Company raise in excess of GBP2 million, the net
proceeds of the fundraise in excess of GBP2 million will be used to
repay indebtedness and for working capital purposes as set out
above.
Current Trading and Outlook:
The Company announced its final results for the year ended 31
March 2019 on 19 September 2019 together with an update on current
trading. The Company intends to publish its interim results for the
period of 6 months from 1 April 2019 to 30 September 2019 in
December 2019.
Since 31 March 2019, the Group has secured new contracts, driven
efficiencies and already benefited from the start of centralising
functions. The Group has no major contracts up for renewal in the
current financial year. New business wins include contracts with
visible revenues of approximately GBP5.7 million, and anticipated
revenues over the next three years have increased from GBP162.3m
(31 March 2019) to GBP180.8 million (1 October 2019).
The Group has no update in relation to its ongoing formal
resolution proceedings with East Kent Housing beyond that provided
at the time of its 2019 final results, other than the adjudication
process with East Kent Housing is underway and is currently
expected to conclude by the end of 2019.
The Group continues to trade in line with management
expectations. For the year ending 31 March 2020, and in addition to
the required investment programme, the Board remains confident of
at least maintaining underlying revenues of GBP59 million with an
adjusted EBITDA of not less than GBP4.5 million.
Details of the Placing and Subscription:
The Placing is being conducted by way of a fixed price Placing,
in accordance with the terms and conditions set out in the Appendix
to this announcement (the "Appendix").
Canaccord Genuity is acting as nominated adviser, broker and
bookrunner in connection with the proposed Placing. The allocation
of the New Shares shall be at the full discretion of Canaccord
Genuity (the "Broker") in consultation with the Company. The
Placing is not underwritten.
Pursuant to the terms of the Placing Agreement, Canaccord
Genuity, as agent for the Company, has conditionally agreed to use
its reasonable endeavours to place the New Shares with certain
institutional and other investors. The Placing Agreement is
conditional upon, amongst other things, Admission occurring on or
before 8.00 a.m. on 20 November 2019 (or such later time and/or
date as the Company and Canaccord Genuity may agree, but in any
event by no later than 8.00 a.m. on 30 November 2019).
Certain of the Directors and senior management have indicated an
intention to participate in the Fundraise for an aggregate amount
of GBP365,000 by way of a subscription letter. New Shares issued in
accordance with the Subscription are expected to be subject to an
18-month lock-in.
Completion of the Fundraise is subject only to Admission.
Application has been made to the London Stock Exchange for the New
Shares to be admitted to trading on AIM. Admission of the New
Shares is expected to become effective and dealings in such shares
are expected to commence at 8.00 a.m. on 20 November 2019.
The New Shares, when issued, will be fully paid and will rank
pari passu in all respects with the existing Ordinary Shares of the
Company.
The Appendix (which forms part of this Announcement) contains
the detailed terms and conditions of the Placing.
For further information, please contact:
Bilby plc Tel: +44 (0)20 7796 4133
Sangita Shah, Non-Executive Chair (via Hudson Sandler)
David Bullen, Chief Executive
Officer
Canaccord Genuity (Nominated Adviser Tel: +44 (0)20 7523 8000
and Joint Broker):
Bobbie Hilliam
Andrew Potts
Georgina McCooke
Sales:
Jonathan Barr
Stanford Capital Partners (Joint
Broker):
John Howes Tel: +44 (0) 203 815 8882
Bob Pountney Tel: +44 (0) 203 815 8883
Hudson Sandler (PR advisers) Tel: +44 (0) 20 7796 4133
Charlie Jack
Bertie Berger
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
The person responsible for arranging the release of this
information is David Bullen, Chief Executive Officer of the
Company.
IMPORTANT NOTICE
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness.
This Announcement, including the Appendix, is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement, including the
Appendix, is not an offer of securities for sale 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
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction.
This Announcement, including the Appendix, is for information
purposes only and is not intended to and does not contain or
constitute or form part of any offer or any solicitation to
purchase or subscribe for securities in Australia, Canada, Japan,
the Republic of South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's group
or Canaccord Genuity or Standard Capital Partners or any of their
respective directors, officers, partners, employees, agents or
advisers or any other person as to the accuracy or completeness of
the information or opinions contained in this Announcement and no
responsibility or liability is accepted by any of them for any such
information or opinions or for any errors, omissions or
misstatements, negligence or otherwise in this Announcement.
Canaccord Genuity is authorised and regulated by the Financial
Conduct Authority ("FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Canaccord Genuity will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or 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 Canaccord Genuity 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 therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
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 and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Any
forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or applicable law, the Company
expressly disclaims any obligation or undertaking to release
publicly 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.
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) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE BROKER, "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. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES) COMES ARE
REQUIRED BY THE COMPANY AND THE BROKER TO INFORM THEMSELVES ABOUT
AND TO OBSERVE ANY SUCH RESTRICTIONS.
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 FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE 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, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW 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 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 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
Shares have been subject to a product approval process, which has
determined that the New 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
Shares may decline and investors could lose all or part of their
investment; the New Shares offer no guaranteed income and no
capital protection; and an investment in the New 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New 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 this 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 Shares. Each Placee hereby agrees with the Broker and
the Company to be bound by these terms and conditions as being the
terms and conditions upon which New Shares will be issued or
acquired. A Placee shall, without limitation, become so bound if
the Broker confirms to such Placee its allocation of New
Shares.
Upon being notified of its allocation of New Shares, a Placee
shall be contractually committed to acquire the number of New
Shares allocated to it at the Issue 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) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire New Shares
has been given.
Details of the Placing Agreement and the New Shares
The Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the New Shares at the Issue
Price. It is expected that the Placing will raise GBP2 million in
gross proceeds. The Placing is not being underwritten by the Broker
or any other person.
The New Shares will be issued on or around 14 November 2019. The
New 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 Shares.
The New Shares will trade on AIM under BILB with ISIN
GB00BV9GHQ09.
Application for admission to trading
Application has been made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM. Admission for the New
Shares is expected to become effective and dealings in such shares
are expected to commence at 8.00 a.m. on 20 November 2019 (the "
Admission"). In any event, the latest date for Admission is 30
November 2019 (the "Long Stop Date").
Placing
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 Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. The number of New Shares to be issued will be agreed between
the Broker and the Company following completion of a bookbuilding
exercise by the Broker (the "Bookbuild"). The results of the
Bookbuild will be released via a Regulatory Information Service
following the completion of the Bookbuild.
3. The Bookbuild is expected to close no later than 8:00 a.m. on
15 November 2019 but may be closed earlier or later at the
discretion of the Broker. The Broker may, in agreement with the
Company, accept bids received after the Bookbuild has closed.
4. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Broker. The Broker is entitled to participate in the Placing as
principal.
5. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by the
Broker and a trade confirmation or contract note has been or will
be dispatched as soon as possible thereafter. The Broker's oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Broker and the Company, under which it
agrees to acquire by subscription the number of New Shares
allocated to it at the Issue Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the Broker's consent, such commitment will not be capable of
variation or revocation.
6. Each Placee's allocation will, unless otherwise agreed
between the Placee and the Broker, be evidenced by a trade
confirmation or contract note issued to each such Placee by the
Broker. The terms and conditions of this Announcement (including
the Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be
legally binding on the Placee on behalf of which it is made and
except with the Broker's consent will not be capable of variation
or revocation from the time at which it is issued.
7. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Broker (as agent for the Company),
to pay to the Broker (or as the Broker may direct) in cleared funds
an amount equal to the produce of the Issue Price and the number of
New Shares such Placee has agreed to acquire and the Company has
agreed to allot and issue to that Placee.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Broker 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.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all New Shares
to be acquired pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration
and Settlement".
10. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
11. 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.
12. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither the Broker 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 allotment of the New Shares to
the Placees and the Broker and its Affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Broker nor any of its
Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing.
Conditions of the Placing
The Broker's obligations under the Placing Agreement in respect
of, amongst other things, the Placing are conditional on, inter
alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 5:30 p.m. on 14 November 2019;
2. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
3. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
4. none of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading in any respect at any time
between the date of the Placing Agreement and Admission and no fact
or circumstance having arisen which would render any of the
warranties untrue or inaccurate or misleading in any respect if it
was repeated as at Admission;
5. the issue and allotment of the New Shares, conditional only
upon admission of such Ordinary Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules, by 1 November
2019 or such later time as may be agreed between the Company and
the Broker, not being later than the Long Stop Date;
6. admission of the New Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules on or before
20 November 2019; and
7. the Placing Agreement not having been terminated by the Broker.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may
notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the New Shares shall cease and terminate at such time
and each Placee agrees that no claim can be made by the Placee in
respect thereof.
The Broker may, at their 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 condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither the Broker, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Broker.
Right to terminate the Placing Agreement
The Broker is entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before Admission (in respect of the Placing):
1. 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;
2. the Broker becomes aware of any circumstance which results in
any of the warranties given in the Placing Agreement being not true
or inaccurate or misleading when given at the date of the Placing
Agreement or which results in or might in the opinion of the Broker
results in any of the warranties being not true or inaccurate or
misleading when deemed given;
3. the appointment of the Broker pursuant to the engagement
letter between the Broker and the Company dated 12 November 2019
and/or as nominated adviser to the Company is terminated for
whatever reason;
4. it should come to the notice of the Broker that any statement
contained in any of the Placing Documents (as defined in the
Placing Agreement) is untrue or inaccurate which the Broker
considers to be material or misleading or that matters have arisen
which would, if the Issue Documents were issued at that time,
constitute an omission therefrom which the Broker (acting in good
faith) considers to be material, and such matter may not, in the
opinion of the Broker be addressed by the publication of a further
document or the making of an announcement;
5. in the opinion of the Broker any material adverse change in
the financial or trading position or prospects of the Company or
any Group Company or the Group as a whole has or will occur;
6. the AIM Application being refused by the London Stock Exchange;
7. a suspension or cancellation of trading in securities
generally on the London Stock Exchange or trading is limited or
minimum prices established on such exchange; or
8. an event or other matter (including, without limitation, any
change or development in national or international economic,
financial, political, diplomatic, military or other market
conditions or any change in any government regulation) has occurred
or is likely to occur which, in the opinion of the Broker acting in
good faith, is (or will be if it occurs) likely materially and
prejudicially to affect the financial position or the business or
prospects of the Company or otherwise makes it impractical or
inadvisable for the Broker to perform their respective obligations
under the Placing Agreement; for these purposes 'market conditions'
includes conditions affecting securities in the business sector in
which the Company operates and conditions affecting securities
generally.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker and that the Broker need not make
any reference to Placees in this regard and that neither the Broker
nor any of its respective Affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Admission Document or Prospectus
The New Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this 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 and/or Publicly Available
Information), representation, warranty, or statement made by or on
behalf of the Company or the Broker or any other person and neither
the Broker, the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Broker, the Company or
their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor the Broker is making any undertaking or warranty to any
Placee regarding the legality of an investment in the New 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 Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the New Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by the Broker in accordance with the standing
CREST settlement instructions which they have in place with the
Broker.
Settlement of transactions in the New Shares (ISIN:
GB00BV9GHQ09) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Broker reserves
the right to require settlement for, and delivery of, the New
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 of the New Shares will be on 20
November 2019 unless otherwise notified by the Broker and Admission
is expected to occur by 20 November 2019 or such later time as may
be agreed between the Company and the Broker, not being later than
the Long Stop Date.
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 2 percentage points above the prevailing LIBOR
as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker may sell any or all of the New Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Broker'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 the Broker 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 Shares on such Placee's behalf. By
communicating a bid for New Shares, each Placee confers on the
Broker such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which the Broker
lawfully takes in pursuance of such sale. Legal and/or beneficial
title in and to any New Shares shall not pass to the relevant
Placee until it has fully complied with its obligations
hereunder.
If New Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that any form of confirmation is
copied and delivered immediately to the relevant person within that
organisation.
Insofar as New 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
Shares should, subject as provided below, be so registered free
from any liability to UK stamp duty or stamp duty reserve tax or
securities transfer tax. Neither the Broker 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 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 the Broker (for itself and on
behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of New 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 the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
the Exchange Information, 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 Exchange 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;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Broker of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Broker and the Broker need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Broker 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;
5. that these terms and conditions represent the whole and only
agreement between it, the Broker 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 Shares other than as contained in this Announcement,
the Exchange Information and the Publicly Available Information,
such information being all that it deems necessary to make an
investment decision in respect of the New Shares. Each Placee
agrees that neither the Company, the Broker nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
6. that in the case of any New Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the New Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Broker has been
given to the offer or resale; or (ii) where New 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 Shares to it
is not treated under the Prospectus Directive as having been made
to such persons;
7. that neither it nor, as the case may be, its clients expect
the Broker to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
8. that it has made its own assessment of the New 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 the Broker or the Company nor any of their respective
Affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the New Shares or the Company or any
other person other than the information in this Announcement or the
Publicly Available Information; nor has it requested the Broker,
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;
9. 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
Shares is 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 New Shares and it has
made its own assessment of the Company, the New Shares and the
terms of the Placing based on this Announcement and the Publicly
Available Information;
10. that neither the Broker or the Company nor 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 Shares or the
accuracy, completeness or adequacy of this Announcement or the
Publicly Available Information;
11. that it and the person(s), if any, for whose account or
benefit it is subscribing for the New Shares is not subscribing for
and/or purchasing New Shares as a result of any "directed selling
efforts" as defined in Regulation S;
12. that, unless specifically agreed with the Broker, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase New Shares was given and it is not acquiring New Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the New Shares except pursuant to an exemption from 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 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 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 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 Shares and it is not
acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the New Shares to any persons within the United
States;
16. that it (and any person acting on its behalf) will make
payment for the New Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which
the relevant New Shares may be placed with other subscribers or
sold as the Broker may in its discretion determine and without
liability to such Placee;
17. that it is entitled to subscribe for and/or purchase New
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Broker 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;
18. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the New Shares and to perform its subscription and/or
purchase obligations;
19. that where it is acquiring New Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the New Shares for each managed account;
(b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Broker;
20. 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 Shares that are allocated to it for
the purposes of its business;
21. that, unless otherwise agreed by the Broker, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
22. that, unless otherwise agreed by the Broker, 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 Shares for investment only and not with a
view to resale or distribution;
23. 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 Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24. that any money held in an account with the Broker (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker's (or its nominee) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
25. 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;
26. 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;
27. that it will not deal or cause or permit any other person to
deal in all or any of the New Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission
becomes effective;
28. that it appoints irrevocably any director of the Broker as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the New Shares;
29. 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;
30. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
31. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the New Shares and is aware that it may be required to
bear, and it, and any accounts for which it may be acting, are able
to bear, the economic risk of, and is able to sustain, a complete
loss in connection with the Placing;
32. that it will indemnify and hold the Company and the Broker
and their respective Affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
33. that time shall be of the essence as regards obligations pursuant to this Appendix;
34. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
35. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
36. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Broker such evidence, if any,
as to the identity or location or legal status of any person which
the Broker may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Broker on the basis that any failure by it to do so may result
in the number of New Shares that are to be subscribed for and/or
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Broker may decide in its
absolute discretion;
37. that it will not make any offer to the public of those New
Shares to be subscribed for and/or purchased by it for the purposes
of the Prospectus Rules made by the FCA pursuant to Commission
Regulation (EC) No. 809/2004;
38. that it will not distribute any document relating to the New
Shares and it will be acquiring the New 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 Shares; save that if it is a
private client stockbroker or fund manager it confirms that in
purchasing the New 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 Shares for the account of any
third party;
39. 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 Shares (together with any interest chargeable
thereon) may be taken by the Company or the Broker in any
jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
40. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
41. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
42. that the Broker or any of its respective Affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the New Shares;
43. 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 Shares; and
44. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker 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 the Broker for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the New Shares in
question. Such agreement assumes that the New Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to transfer the New Shares into a clearance service. If
there are any such arrangements, or the settlement relates to any
other subsequent dealing in the New Shares, stamp duty or stamp
duty reserve tax may be payable, for which neither the Company or
the Broker 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 Shares has given
rise to such UK stamp duty or stamp duty reserve tax undertakes to
pay such UK stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless the Company
and the Broker in the event that any of the Company and/or the
Broker have incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its
own advice and notify the Broker 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 Shares or the agreement by them to subscribe for or
purchase any New Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Broker or by any of their respective Affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the New Shares to
trading on AIM becoming effective
in accordance with the AIM Rules
"Affiliates" any person that directly, or indirectly
through one or more intermediaries,
controls or is controlled by,
or is under common control with,
the person specified
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Application" the application to the London
Stock Exchange for AIM Admission
as required by Rule 29 of the
AIM Rules
"AIM Rules" the AIM Rules for Companies as
published by the London Stock
Exchange from time to time
"Announcement" means this announcement (including
the Appendix to this announcement)
"Bookrunner" or "Broker" Canaccord Genuity Limited
"Company" or "Bilby" Bilby Plc
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear UK & Ireland Limited
"Directors" or "Board" the directors of the Company
"EEA" the European Economic Area
"FCA" the Financial Conduct Authority
in its capacity as the competent
authority for the purposes of
Part VI of FSMA
"Fundraise" the Placing and the Subscription
"FSMA" the Financial Services and Markets
Act of 2000 (as amended)
"Group" the Company and its subsidiary
undertakings from time to time
and "Group Company" shall be construed
accordingly
"HMRC" HM Revenue & Customs in the UK
"Issue Price" the placing price per New Share
"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 Shares" the new Ordinary Shares to be
issued by the Company pursuant
to the Placing and the Subscription
"Nominated Adviser" Canaccord Genuity Limited
"Ordinary Shares" the ordinary shares of 10 pence
each in the capital of the Company
"Placees" subscribers for New Shares pursuant
to the Placing
"Placing" the placing of the New Shares
at the Issue Price by Canaccord
Genuity as agent for and on behalf
of the Company pursuant to the
terms of the Placing Agreement
"Placing Agreement" the agreement dated 14 November
2019 between (i) the Company and
(ii) Canaccord Genuity Limited
relating to the Placing, further
details of which are set out in
this Announcement
"Placing Documents" this Announcement and the closing
announcement in respect of the
Placing
"Prospectus Directive" EU Directive 2003/71/EC
"Publicly Available Information" any information announced through
a Regulatory Information Service
by or on behalf of the Company
on or prior to the date of this
Announcement
"Regulation S" Regulation S under the Securities
Act
"Regulatory Information Service" any of the services set out on
the list maintained by the London
Stock Exchange as set out in the
AIM Rules
"Securities Act" the US Securities Act of 1933,
as amended
"Shareholders" the shareholders of the Company
from time to time
"Subscribers" the certain Directors and senior
management that have indicated
an intention to participate in
the Fundraise
"Subscription" the subscription of New Shares
at the Issue Price by the Subscribers
"UK" or "United Kingdom" the United Kingdom of Great Britain
and 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
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
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(END) Dow Jones Newswires
November 14, 2019 11:52 ET (16:52 GMT)
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