TIDMLWRF
RNS Number : 4908R
LightwaveRF PLC
28 February 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
28 February 2019
LightwaveRF plc
("LightwaveRF" or the "Company")
Proposed Placing and Subscription to raise a minimum of GBP2.5
million,
Open Offer to raise GBP0.5 million
and
Proposed waiver of Rule 9 of the Takeover Code
LightwaveRF (AIM: LWRF), the leading smart homes solutions
provider, announces firm and conditional placings and subscriptions
and an open offer.
Transaction Highlights
- Firm Placing and Firm Subscription using the Company's
existing share authorities to raise approximately GBP0.9 million
through the issue of 10,720,000 new Ordinary Shares, in aggregate,
to new and existing investors at 8.5 pence per share
- Conditional Placing to raise a minimum of GBP0.6 million
through the issue of a minimum of 7,097,280 New Ordinary Shares, in
aggregate, to new and existing investors at 8.5 pence per share
subject to Shareholder approval
- Conditional Subscription to raise approximately GBP1.0 million
through the issue of 11,594,500 new Ordinary Shares, in aggregate,
to investors at 8.5 pence per share subject to Shareholder
approval
- The Firm Placing and Conditional Placing are being conducted
by way of an accelerated bookbuild to raise gross proceeds of a
minimum of GBP0.97 million, with the bookbuild to commence
immediately following this announcement
- New Ordinary Shares to be issued at 8.5 pence per share which
represents a discount of approximately 5.6 per cent. to the Closing
Price of 9.0 pence on 27 February 2019
- Proposal to raise a further GBP0.5 million by way of a
conditional Open Offer of 5,964,387 Open Offer Shares at 8.5 pence
per share subject to Shareholder approval.
The above transaction highlights and the summary announcement
below should be read in conjunction with the full text of the
announcement set out below and the appendix at the end of this
announcement (the "Appendix").
A circular, containing details of the Transactions, is expected
to be posted to Shareholders on or around 1 March 2019, and will be
available on the Company's website, along with a Form of Proxy to
vote at a General Meeting expected to be convened for 19 March 2019
and an Application Form for the Open Offer (the "Circular").
Capitalised terms in this announcement are defined as set out at
the end of this announcement.
LightwaveRF announces that it proposes to raise, in aggregate,
approximately GBP0.9 million before expenses, by way of a placing
of 4,373,322 new Ordinary Shares (the "Firm Placing Shares") and a
subscription of 6,346,678 new Ordinary Shares (the "Firm
Subscription Shares") at 8.5 pence per share (the "Issue
Price").
In addition, the Company announces that it also proposes to
raise, in aggregate, a minimum of GBP0.6 million, before expenses,
by way of a conditional placing of a minimum of 7,097,280 new
Ordinary Shares (the "Conditional Placing Shares") and a
conditional subscription to raise approximately GBP1.0 million by
the issue of 11,594,500 new Ordinary Shares (the "Conditional
Subscription Shares") at the Issue Price. The issue of both the
Conditional Placing Shares and the Conditional Subscription Shares
is subject to the passing of the Resolutions at the General
Meeting.
The Company also announces that it proposes to raise a further
GBP0.5 million by way of a conditional open offer of 5,964,387 Open
Offer Shares at 8.5 pence per share to qualifying shareholders at
the Issue Price (the "Open Offer"), subject to Shareholder
approval. Committed Capital intends to subscribe for its Basic
Entitlement under the Open Offer in full and to apply for all of
the remaining Open Offer Shares using the Excess Application
Facility, being, in aggregate, 5,964,387 Open Offer Shares. To the
extent that applications are received in respect of more than
5,964,387 Open Offer Shares in aggregate, excess applications will
be scaled back accordingly. Applications for Excess Shares will be
allocated in such manner as the Directors may determine, in their
absolute discretion.
The Issue Price represents a discount of approximately 5.6 per
cent. to the Closing Price of 9.0 pence on 27 February 2019, the
last trading day prior to this announcement.
The net proceeds of the Fundraising will be used to continue to
scale the business, expand sales and marketing, execute on
obligations in Europe and provide working capital.
LightwaveRF has entered into a placing agreement (the "Placing
Agreement") with Stockdale Securities Limited ("Stockdale") which
is acting as broker in relation to the Placing. Pursuant to the
Placing Agreement, Stockdale has agreed, in accordance with its
terms, to use reasonable endeavours to place the Placing Shares
with certain new and existing institutional and other investors.
The Placing is not underwritten. Further details of the Placing
Agreement can be found in the terms and conditions of the Placing
contained in the Appendix to this announcement (which forms part of
this announcement).
The Firm Placing and Conditional Placing are subject to the
terms and conditions set out below. Stockdale will commence a
bookbuilding process in respect of the Placing (the "Bookbuild"),
which will start with immediate effect following the release of
this Announcement. The Firm Placing Shares and the Conditional
Placing Shares will, when issued, be credited as fully paid and
will rank pari passu with the Existing Ordinary Shares including
the right to receive all future dividends and distributions
declared, made or paid by reference to a record date falling after
their issue. The issue of the Conditional Placing Shares is
pursuant to the authorities to be granted at the General Meeting
which is expected to be held on 19 March 2019.
The Company will apply for the Firm Placing Shares and the
Conditional Placing Shares to be admitted to trading on AIM. It is
expected that settlement of the Firm Placing Shares will take place
and that trading will commence at 8:00 a.m. on 6 March 2019 and
that settlement of the Conditional Placing Shares will take place
and that trading will commence at 8:00 a.m. on 20 March 2019 (other
than the Deferred Settlement Shares).
As part of the Placing, Placing Shares will be issued to certain
Placees seeking relief under the Enterprise Investment Scheme and
to companies that are approved as Venture Capital Trusts. The
Company has received advance assurance from HMRC that HMRC would be
able to authorise the Company to issue compliance certificates
under section 204(1) of the Income Tax Act 2007 in respect of the
Firm Placing Shares, the Firm Subscription Shares and the New
Ordinary Shares. The Company has not received any advance assurance
from HMRC as regards whether the Firm Placing Shares, the Firm
Subscription Shares and the New Ordinary Shares will be capable of
being a "qualifying holding" for the purposes of investment by
VCTs. If the Company carries on activities beyond those disclosed
to HMRC, then Shareholders may cease to qualify for the tax
benefits. Neither the Company, the Directors nor any of the
Company's advisers give any warranty, undertaking or other
assurance that any tax reliefs will continue to be available and
not withdrawn at a later date. The actual availability of EIS
relief and qualifying status for VCT purposes would be contingent
upon certain conditions being met by both the Company and the
relevant investors.
Shareholders and proposed investors must take their own
professional advice in order that they may fully understand how the
relief legislation may apply in their individual circumstances and
rely on it.
The timing of the closing of the Bookbuild and allocations shall
be at the discretion of LightwaveRF and Stockdale. However, the
Bookbuild is expected to close no later than 4.30 p.m. on 1 March
2019. Members of the public are not eligible to participate in the
Placing.
A further announcement will be made following the close of the
Bookbuild.
By choosing to participate in the Firm Placing and Conditional
Placing and by making a verbal offer to acquire Ordinary Shares to
be issued under the Firm Placing and Conditional Placing, investors
will be deemed to have read and understood this announcement
(including the Appendix) in its entirety and to be making such
offer on the terms and subject to the conditions in this
announcement, and to be providing the representations, warranties
and acknowledgements contained in the Appendix.
Concert Party
The Concert Party has agreed to subscribe for, in aggregate,
5,846,868 new Ordinary Shares under the Firm Subscription and
10,917,840 new Ordinary Shares under the Conditional Subscription.
The Concert party, via Committed Capital Financial Services
Limited, intends to subscribe for its Basic Entitlement under the
Open Offer in full and to apply for all of the remaining Open Offer
Shares using the Excess Application Facility, being, in aggregate,
5,964,387 Open Offer Shares. To the extent that applications are
received in respect of more than 5,964,387 Open Offer Shares in
aggregate, excess applications will be scaled back accordingly.
Applications for Excess Shares will be allocated in such manner as
the Directors may determine, in their absolute discretion.
Consequently, on completion of the Fundraising, the Concert Party
will hold up to 40,747,207 Ordinary Shares, representing
approximately 38.10 per cent. of the Enlarged Share Capital.
Immediately following Admission, it is likely that the Concert
Party will hold, in aggregate, up to 38.10 per cent. of the
Enlarged Share Capital following the Subscription and the Placing
and assuming Committed Capital takes up all of its Basic
Entitlements under the Open Offer and all of the remaining Open
Offer Shares using the Excess Application Facility. In this
instance, the Concert Party's acquisition of new Ordinary Shares
would, without a waiver of the obligations under Rule 9 of the
Takeover Code, oblige the Concert Party to make a general offer for
the Company under Rule 9 of the Takeover Code.
The Concert Party is made up of Committed Capital Financial
Services Limited, Committed Capital Limited, Steven Harris, Timothy
Steel, Mark Blandford, Judy Welch and Else Thomson.
The Company has applied to the Panel for a waiver of Rule 9 of
the Takeover Code in order to permit the Firm Subscription, the
Conditional Subscription and the take up in full by Committed
Capital of its Basic Entitlements under the Open Offer and all of
the remaining Open Offer Shares using the Excess Application
Facility without triggering an obligation on the part of any member
of the Concert Party (individually or collectively) to make a
general offer for the Company.
Application for admission
Application will be made for admission of the Firm Placing
Shares and the Firm Subscription Shares to trading on AIM and
dealings in the Firm Placing Shares and the Firm Subscription
Shares are expected to commence at 8.00 a.m. on 6 March 2019. The
Firm Placing Shares and the Firm Subscription Shares, when issued,
will rank pari passu with the Existing Ordinary Shares.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Placing, the Subscription
and the Open Offer as described above, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For further enquiries please contact:
LightwaveRF plc www.LightwaveRF.com
Jason Elliott, CEO +44 (0) 121 250 3625
Kevin Edwards, CFO
Stockdale Securities Limited
Tom Griffiths / David Coaten +44 (0) 20 7601 6100
Yellow Jersey PR www.yellowjerseypr.com
Charles Goodwin +44 (0) 7747 788 221
About LightwaveRF
LightwaveRF is the UK's only fully integrated home automation
company.
New customers typically buy a starter pack of Link Plus hub and
smart dimmer which has Apple HomeKit compatibility, 2-way
communication and built-in energy monitoring. Later adding other
easy to install devices from the Lightwave range enables further
in-home control, monitoring and automation of lighting, heating and
power.
Devices may be operated manually, by smartphone or tablet-based
apps and also through Google Assistant and Amazon Alexa voice
control.
Leading tech industry publication 9to5 Mac describes LightwaveRF
as "the best UK HomeKit solution for smart lighting".
For further information and "Newsletter sign up", please visit:
www.LightwaveRF.com/corporate/
IMPORTANT INFORMATION
Stockdale, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as broker to
the Company in relation to the Placing and is not acting for any
other persons in relation to the Placing. Stockdale 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 Stockdale, or for providing advice in relation to the
contents of this announcement or any matter referred to in it.
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 Stockdale or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
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
Stockdale 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.
EXTRACT FROM CIRCULAR
The following is an extract from the Company's circular
containing details of the Transactions, which is expected to be
posted to Shareholders on 1 March 2019 along with a Form of Proxy
to vote at a General Meeting expected to be convened for 19 March
2019 and an Application Form for the Open Offer (the "Circular").
The following information is subject to change. Capitalised terms
in this announcement are defined as set out at the end of this
announcement.
1. "Introduction
On 28 February 2019, the Company announced that it had raised,
in aggregate, approximately GBP0.9 million before expenses by way
of a firm placing of 4,373,322 new Ordinary Shares and a firm
subscription of 6,346,678 new Ordinary Shares, both at 8.5 pence
per share.
In addition, the Company announced that it had conditionally
raised, in aggregate, a minimum of GBP1.58 million before expenses
by way of a conditional placing of a minimum of 7,097,280 new
Ordinary Shares and a conditional subscription of 11,594,500 new
Ordinary Shares, both at 8.5 pence per share.
The issue of the Conditional Placing Shares and the Conditional
Subscription Shares is subject to the passing of the Resolutions at
the General Meeting.
The Company also announced that it proposed to raise up to a
further GBP0.5 million by way of an Open Offer to Qualifying
Shareholders at 8.5 pence per share, subject to Shareholder
approval, details of which are set out in this Document.
Committed Capital subscribed for 5,846,868 Ordinary Shares under
the Firm Subscription and has also agreed to subscribe for
10,917,840 Ordinary Shares under the Conditional Subscription. It
also intends to take up its Basic Entitlement under the Open Offer
in full and to apply for all of the remaining Open Offer Shares
using the Excess Application Facility. To the extent that
applications are received in respect of more than 5,964,387 Open
Offer Shares, in aggregate, excess applications will be scaled back
accordingly. Applications for Excess Shares will be allocated in
such manner as the Directors may determine in their absolute
discretion.
Consequently, on completion of the Fundraising:
(a) the Concert Party (which includes Committed Capital) will
hold, in aggregate, up to 40,747,207 Ordinary Shares, representing
approximately 38.10 per cent. of the Enlarged Share Capital
(assuming that Committed Capital subscribes for all of the Open
Offer Shares). Details of the Concert Party are set out in
paragraph 6 of this Part I; and
(b) CCFSL will hold, in aggregate, up to 34,662,181 Ordinary
Shares, representing approximately 32.41 per cent. of the Enlarged
Share Capital (assuming that CCFSL subscribes for 10,917,840 of the
Conditional Subscription Shares and all of the Open Offer
Shares).
Under Rule 9 of the Takeover Code, on completion of the
Fundraising, the Concert Party and CCFSL would each normally be
obliged to make a general offer to all Shareholders (other than the
Concert Party or CCFSL (as the case may be)) to acquire all the
Ordinary Shares not owned by the Concert Party or CCFSL (as the
case may be). The Panel has agreed to waive these obligations
subject to the approval (on a poll) of the Independent Shareholders
of Resolution 1 to be proposed at the General Meeting. The
Fundraising is therefore also subject to the approval of those
resolutions by the Independent Shareholders. Your attention is
drawn to paragraph 6 of this Part I which contains further
information on the Takeover Code and the waiver of Rule 9 of the
Takeover Code.
The Conditional Placing, the Conditional Subscription and the
Open Offer are conditional, inter alia, upon Shareholders approving
the Resolutions at the General Meeting that will grant the
Directors the authority to allot the Conditional Placing Shares,
the Conditional Subscription Shares and the Open Offer Shares and
the power to disapply statutory pre-emption rights in respect of
the Conditional Placing Shares, the Conditional Subscription Shares
and the Open Offer Shares. The Resolutions are set out in the
Notice of General Meeting at the end of this Document.
The purpose of this Document is to set out the background to and
reasons for the Fundraising, to give details of each of the
Conditional Placing, the Conditional Subscription and the Open
Offer and to recommend that you vote in favour of each of the
Resolutions required to be passed to implement them. The
Fundraising is conditional upon, amongst other things, the passing
of the Resolutions and is expected to complete on 20 March 2019,
being the expected date of admission to trading on AIM of the New
Ordinary Shares.
2. The Firm Placing and the Firm Subscription
On 28 February 2019, the Company announced details of the Firm
Placing and the Firm Subscription of, in aggregate, 10,720,000 new
Ordinary Shares with and by new and existing investors to raise
approximately GBP0.9 million (before expenses). The Firm Placing
and the Firm Subscription were within the Directors' existing
authorities and therefore were not conditional upon the Resolutions
being passed.
3,293,268 of the 5,846,868 Ordinary Shares subscribed by
Committed Capital as part of the Firm Subscription have been
issued, conditional upon their admission to trading on AIM (which
is expected to become effective at 8.00 a.m. on 6 March 2019), in
satisfaction of the Company's obligations under the Advance
Subscription Agreement, further details of which are set out at
paragraph 4.1(d) of Part VI of this Document.
Admission to trading on AIM of the Firm Placing Shares and the
Firm Subscription Shares is expected to become effective and
dealings are expected to commence therein at 8.00 a.m. on 6 March
2019.
3. Background to and reasons for the Fundraising
Since the Company's fundraising in 2017, the Company has made
considerable progress on a number of fronts. However, for the
reasons set out in the Company's audited final results for the year
ended 30 September 2018, which were announced on 11 December 2018,
revenue for the year ended 30 September 2018 was marginally below
that reported in the previous year. Additionally, following its
launch in the UK of the Apple HomeKit range, the Company
accelerated the development of its European device range. As a
consequence, these factors have together had a material impact on
the level of the Company's monthly rate of cash burn.
Since the Company's appointment of Jason Elliott as Chief
Executive in July 2018, its monthly revenue run rate has increased
markedly with revenue in the first quarter of the year ending 30
September 2019 almost equalling that generated in the first half of
the year ended 30 September 2018. The Board anticipates that this
improved momentum will continue.
European compatible Apple HomeKit devices have recently been
released in Apple stores in Belgium, France, Germany, Holland,
Sweden, Austria, Denmark, Italy, Switzerland and Spain. Further
devices for Europe are in the final development stage. In addition,
the Company has recently announced a partnership with Resideo,
formerly part of the Honeywell group.
Following a number of excellent product endorsements, the
Company is seeking to raise funds by way of the Fundraising to
develop further its marketing and sales capabilities to build on
the substantial progress now being made. Further investment in
product development of the Apple HomeKit compatible Smart Series
range will also be made.
4. Details of the Conditional Placing and the Conditional Subscription
The Conditional Placing
The Company has conditionally raised a minimum of GBP0.6 million
before expenses by the conditional placing of a minimum of
7,097,280 Ordinary Shares at the Issue Price to Placees.
The Conditional Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions;
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms; and
(c) Admission becoming effective by no later than 8.00 a.m. on
20 March 2019 or such later time and/or date (being no later than
8.00 a.m. on 29 March 2019) as Stockdale and the Company may
agree.
If any of the conditions is not satisfied, the Conditional
Placing Shares will not be issued.
The Conditional Placing Shares are not subject to clawback. The
Conditional Placing is not being underwritten. The Conditional
Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of Admission.
Application will be made to the London Stock Exchange for the
admission of the Conditional Placing Shares to trading on AIM. It
is expected that Admission will occur and that dealings will
commence at 8.00 a.m. on 20 March 2019 (or such later date, being
not later than 8.00 a.m. on 29 March 2019, as the Company and
Stockdale may agree) at which time it is also expected that the
Conditional Placing Shares will be enabled for settlement in
CREST.
The Conditional Subscription
The Company has conditionally raised approximately GBP1.0
million before expenses by the conditional subscription of
11,594,500 Ordinary Shares at the Issue Price.
The Conditional Subscription is conditional, inter alia,
upon:
(a) the passing of the Resolutions; and
(b) Admission becoming effective by no later than 8.00 a.m. on
20 March 2019, or such later time and/or date (being no later than
8.00 a.m. on 29 March 2019) as Stockdale and the Company may
agree.
Committed Capital has agreed to subscribe for 10,917,840
Ordinary Shares under the Conditional Subscription.
If any of the conditions is not satisfied, the Conditional
Subscription Shares will not be issued.
The Conditional Subscription Shares are not subject to clawback.
The Conditional Subscription is not being underwritten. The
Conditional Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
Application will be made to the London Stock Exchange for the
admission of the Conditional Subscription Shares to trading on AIM.
It is expected that Admission (other than in respect of the
Deferred Settlement Shares) will occur and that dealings will
commence at 8.00 a.m. on 20 March 2019 (or such later date, being
not later than 8.00 a.m. on 29 March 2019, as the Company and
Stockdale may agree) at which time it is also expected that the
Conditional Subscription Shares will be enabled for settlement in
CREST.
The Company has agreed that settlement be deferred in respect of
10,917,840 new Ordinary Shares, forming part of the Conditional
Subscription. Settlement of the Deferred Settlement Shares is
expected by 6 April 2019 but in any event no later than 29 April
2019. As a result, these shares will be allotted no later than 29
April 2019 and dealings in these shares are expected to commence no
later than 8.00 a.m. on 30 April 2019.
5. Details of the Open Offer
The Company is proposing to raise approximately GBP0.5 million
(before expenses) pursuant to the Open Offer. The Open Offer Shares
will be issued at the Issue Price.
The Open Offer is being made on a pre-emptive basis, allowing
all Shareholders on the register as at 6.00 p.m. on 28 February
2019 the opportunity to participate.
The Open Offer provides Qualifying Shareholders with the
opportunity to apply to acquire Open Offer Shares at the Issue
Price pro rata to their holdings of Qualifying Shares as at the
Record Date on the following basis:
1 Open Offer Share for every 12 Qualifying Shares
and so on in proportion to any other number of Qualifying Shares
then held.
Entitlements to apply to acquire Open Offer Shares will be
rounded down to the nearest whole number and any fractional
entitlement to Open Offer Shares will be disregarded in calculating
the Basic Entitlement.
Other than in the case of Committed Capital (but only to the
extent permitted by the Rule 9 Waiver), applications for Basic
Entitlements will be rejected if and to the extent that acceptance
would result in the Qualifying Shareholder, together with those
acting in concert with him/her/it for the purposes of the City
Code, holding 30 per cent. or more of the Enlarged Share Capital
immediately following Admission.
Qualifying Shareholders who do not take up any of their Basic
Entitlements will experience a dilution to their interests of
approximately 33 per cent. following completion of the Fundraising
(assuming full subscription under the Open Offer).
The Open Offer is not being underwritten.
The Open Offer is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting (or
any adjournment thereof); and
(b) Admission becoming effective by 8.00 a.m. on 20 March 2019
(or such later time or date not being later than 8.00 a.m. on 29
March 2019 as Stockdale and the Company may agree).
If any of the conditions is not satisfied, the Open Offer Shares
will not be issued.
The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
Committed Capital intends to subscribe for its Basic Entitlement
under the Open Offer in full and to apply for all of the remaining
Open Offer Shares using the Excess Application Facility, being, in
aggregate, 5,964,387 Open Offer Shares. To the extent that
applications are received in respect of more than 5,964,387 Open
Offer Shares in aggregate, excess applications will be scaled back
accordingly. Applications for Excess Shares will be allocated in
such manner as the Directors may determine, in their absolute
discretion.
Excess Applications
The Open Offer is structured to allow Qualifying Shareholders to
subscribe for Open Offer Shares at the Issue Price pro rata to
their holdings of Existing Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of
their Basic Entitlements. To the extent that Basic Entitlements are
not subscribed by Qualifying Shareholders, such Open Offer Shares
will be available to satisfy such excess applications, subject to a
maximum of 5,964,387 Open Offer Shares in aggregate. To the extent
that applications are received in respect of more than 5,964,387
Open Offer Shares in aggregate, excess applications will be scaled
back accordingly.
However, other than in the case of Committed Capital (but only
to the extent permitted by the Rule 9 Waiver), excess applications
will be rejected if and to the extent that acceptance would result
in the Qualifying Shareholder, together with those acting in
concert with him/her/it for the purposes of the City Code, holding
30 per cent. or more of the Enlarged Share Capital immediately
following Admission.
Qualifying Shareholders should note that their applications
under the Excess Application Facility will be allocated in such
manner as the Directors may determine in their absolute discretion
and no assurance can be given that an application for Excess Shares
will be met in full or in part or at all. The Directors may
determine in their absolute discretion not to accept any particular
application under the Excess Application Facility.
Qualifying Shareholders should note that the Open Offer is not a
rights issue. Qualifying non-CREST Holders should be aware that the
Application Form is not a negotiable document and cannot be traded.
Qualifying Shareholders should also be aware that in the Open
Offer, unlike in a rights issue, any Open Offer Shares not applied
for will not be sold in the market or placed for the benefit of
Qualifying Shareholders who do not apply under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings will
commence at 8.00 a.m. on 20 March 2019. Further information in
respect of settlement and dealings in the New Ordinary Shares is
set out in paragraph 8 of Part III of this Document.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe
for Open Offer Shares pursuant to the Open Offer and should refer
to paragraph 6 of Part III of this Document.
CREST instructions
Application has been made for the Basic Entitlements for
Qualifying CREST Holders to be admitted to CREST. It is expected
that the Basic Entitlements will be admitted to CREST on 4 March
2019.
The Excess CREST Open Offer Entitlements will also be admitted
to CREST on 4 March 2019. Applications through the CREST system may
only be made by the Qualifying Holder originally entitled or by a
person entitled by virtue of a bona fide market claim.
If you are a Qualifying CREST Holder, no Application Form is
enclosed with this Circular but you will receive a credit to your
appropriate stock account in CREST in respect of your Basic
Entitlement and if appropriate your Excess Entitlement. You should
refer to the procedure for application set out in paragraph 3 of
Part III of this Document. The relevant CREST instruction must have
settled by no later than 11.00 a.m. on 18 March 2019.
Application Form
If you are a Qualifying non-CREST Holder, an Application Form
which gives details of your Basic Entitlement under the Open Offer
(as shown by the number of the Open Offer Shares allocated to you)
is enclosed with this Circular. If you wish to apply for Open Offer
Shares under the Open Offer, you should complete the accompanying
Application Form in accordance with the procedure for application
set out in paragraph 3 of Part III of this Document and on the
Application Form itself. The completed Application Form,
accompanied by full payment, should be returned by post or by hand
(during normal business hours only) to Neville Registrars Limited,
Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD so
as to arrive as soon as possible and in any event no later than
11.00 a.m. on 18 March 2019.
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 18 March 2019. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, you have an Application Form in
respect of your Basic Entitlement or have your Basic Entitlement
credited to your stock account in CREST. If you are in any doubt as
to what action you should take, you should immediately seek your
own personal financial advice from your stockbroker, bank manager,
solicitor, accountant or other independent professional adviser
duly authorised under the Financial Services and Markets Act 2000
(as amended) if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial
adviser.
6. Dispensation from Rule 9 of the Takeover Code
The Takeover Code applies to the Company and governs, inter
alia, transactions which may result in a change of control of a
company to which the Takeover Code applies.
Rule 9 of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires,
whether by a series of transactions over a period of time or not,
an interest (as defined in the Takeover Code) in shares which,
taken together with shares in which he is already interested, or in
which persons acting in concert with him are interested, carry 30
per cent. or more of the voting rights of a company which is
subject to the Takeover Code, is normally required to make a
general offer to all the remaining Shareholders to acquire their
shares.
Similarly, Rule 9 of the Takeover Code also provides that when
any person, together with persons acting in concert with him, is
interested in shares which, in aggregate, carry more than 30 per
cent. of the voting rights of such company, but does not hold
shares carrying 50 per cent. or more of such voting rights, a
general offer will normally be required if any further interest in
shares is acquired by any such person.
An offer under Rule 9 must be in cash and must be at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company in question during the 12 months prior to the announcement
of the offer.
Concert Party
Description
Persons acting in concert include persons who, pursuant to an
agreement or understanding (whether formal or informal), co-operate
to obtain or consolidate control of a company.
Accordingly, the Concert Party is made up of Committed Capital
Limited, Committed Capital Financial Services Limited, Steve
Harris, Timothy Steel, Else Thomson, Mark Blandford and Judy Welch,
all of whom are presumed to be acting in concert under the Takeover
Code.
Full details of, and information on, the members of the Concert
Party who are presumed to be acting in concert for the purposes of
the Takeover Code are set out below.
Committed Capital Limited is a private limited company
registered in England and Wales with registered number 04479415 and
whose registered office address is at 148-150 Buckingham Palace
Road, London, England SW1W 9TR. It is the overall parent company of
the Committed Capital group of companies and acts as the main
operating company for that group. Committed Capital Limited is an
Appointed Representative for FCA purposes, and undertakes any
retail or alternative investment fund manager (AIFM) qualifying
investment undertaken by its investors into investee companies.
Such investments are held in investee companies using MNL Nominees
Limited. In addition, Committed Capital Limited carries on
non-regulated consulting advice, for example in relation to
assisting investee companies to apply for EIS advance assurance,
and reviewing EIS regulation compliance, general business advice
and research and development ("R&D") tax credit assistance.
Committed Capital Limited's trading is in line with its current
year forecasts; being the principal operating company it continues
to review costs and ensure that they are competitive across the
group. The retail fund management operations continue to grow
gradually. Management expects that the approach of the end of the
tax year will lead to an acceleration in investee company funding
by retail investors and their independent financial advisers. As
this fund develops and grows, Committed Capital's revenue is likely
to show increased growth. Consulting revenues are also growing
strongly as legislation around EIS compliance and R&D tax
credits continues to become more stringent.
Committed Capital Financial Services Limited is a private
limited company registered in England and Wales with registered
number 03810820 and whose registered office address is at 148-150
Buckingham Palace Road, London, England, SW1W 9TR. Committed
Capital Financial Services Limited is the main regulated entity for
the Committed Capital group of companies and is authorised by the
FCA. Its main business is corporate finance and advisory work as
well as fund management of professional investor funds. Investments
made by such investors are held through Mainspring Nominees (8)
Limited.
During the current year to date, Committed Capital Financial
Services Limited's business has developed strongly, and the
management continues to expect significant growth of funds under
management, and hence revenues. The business is likely to increase
headcount in the next 12 months, to meet resource requirements and
increased business. As a group, Committed Capital expects total
funds under management to approximately double during the current
financial year and it has a good pipeline of further investments
and new investee companies to meet investment demand.
Committed Capital Limited has an interest in 238,912 Ordinary
Shares, representing 0.33 per cent. of the Existing Ordinary
Shares, which are legally held by MNL Nominees Limited, a Committed
Capital nominee company.
Committed Capital Financial Services Limited has a beneficial
interest in 14,478,422 Ordinary Shares, representing 20.23 per
cent. of the Existing Ordinary Shares, which are legally held by
Mainspring Nominees (8) Limited, a Committed Capital nominee
company.
Steve Harris is a director of Committed Capital Limited,
Committed Capital Financial Services Limited and the Company. He is
interested in 65,760,000 ordinary shares in the capital of
Committed Capital Limited, which represents 44.67 per cent. of its
issued share capital.
Timothy Steel is a director of Committed Capital Limited. He is
interested in 11,721,102 ordinary shares in the capital of
Committed Capital Limited, which represents 7.96 per cent. of its
issued share capital.
Else Thomson is a director of Committed Capital Limited and
Committed Capital Financial Services Limited. She is interested in
12,500 Ordinary Shares, representing approximately 0.02 per cent.
of the Existing Ordinary Shares, which are legally held in her own
name.
Mark Blandford is a member of Committed Capital's Advisory
Board. He is interested in 12,837,096 ordinary shares in the
capital of Committed Capital Limited, which represents 8.72 per
cent. of its issued share capital. Mark Blandford also has a
beneficial interest in 2,134,434 Ordinary Shares, representing 2.98
per cent. of the Existing Ordinary Shares, which are legally held
by Committed Capital. Mark Blandford also has a beneficial interest
in a further 1,000,000 Ordinary Shares, which are legally held by
Rockridge Investments S A, a company wholly owned by Mark
Blandford.
Judy Welch is a senior consultant to Committed Capital. Together
with her family, she is interested in 21,920,211 ordinary shares in
the capital of Committed Capital Limited, which represents 14.89
per cent. of its issued share capital. Judy Welch and her family
also have a beneficial interest in 153,844 Ordinary Shares
representing 0.21 per cent. of the Existing Ordinary Shares, which
are legally held by Committed Capital.
Under the Takeover Code, the directors of a company are presumed
to be acting in concert with the company of which they are a
director. The Takeover Panel has also confirmed that it considers
Mark Blandford and Judy Welch to be acting in concert with
Committed Capital on the basis of their respective shareholdings
and roles in Committed Capital. Accordingly, for the purposes of
the Takeover Code, Committed Capital is presumed to be acting in
concert with the above individuals, who together form the Concert
Party.
The Concert Party will not be restricted from making an offer
for the Company.
Maximum Controlling Position
Immediately following Admission, the Concert Party will hold, in
aggregate, up to 40,747,207 Ordinary Shares, representing
approximately 38.10 per cent. of the Enlarged Share Capital
assuming Committed Capital subscribes for all of the Open Offer
Shares. The Concert Party's acquisition of New Ordinary Shares
would, without a waiver of the obligations under Rule 9 of the
Takeover Code, oblige the Concert Party to make a general offer for
the Company under Rule 9 of the Takeover Code.
The following table sets out the Concert Party's shareholdings
in the Company (i) as at the date of this Document, (ii) following
the Firm Placing and Firm Subscription and (iii) on Admission.
Concert Party Total No. Percentage Max No. Percentage Max No. Percentage
Member of Existing of Issued of Ordinary of Enlarged of Ordinary of
Ordinary Share Shares following Share Capital Shares Enlarged
Shares Capital Firm Placing following following Share
and Firm Firm Placing Admission^ Capital
Subscription^ and Firm following
Subscription^ Admission^
Committed
Capital
Limited* 238,912 0.33% 1,193,893 1.45% 1,193,893 1.12%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
Committed
Capital
Financial
Services
Limited** 14,478,422 20.23% 18,368,194 22.32% 34,662,181 32.41%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
Steve Harris - 0.00% - 0.00% - 0.00%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
Timothy Steel - 0.00% - 0.00% - 0.00%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
Mark
Blandford*** 3,134,434 4.38% 3,986,222 4.84% 4,574,462 4.28%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
Judy
Welch**** 153,844 0.21% 284,563 0.35% 284,563 0.27%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
Else Thomson 12,500 0.02% 32,108 0.04% 32,108 0.03%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
Total 18,018,112 25.17% 23,864,980 29.00% 40,747,207 38.10%
---------------------------- ----------- ---------------------------- -------------- ------------------------------ -----------
^Assumes Committed Capital subscribes for all of the Open Offer
Shares.
* Legally held by MNL Nominees Limited, a Committed Capital
nominee company.
**Legally held by Mainspring Nominees (8) Limited, a Committed
Capital nominee company.
*** Of which 1,000,000 Existing Ordinary Shares are legally held
by Rockridge Investments S A, a company wholly owned by Mark
Blandford, and 2,134,434 Existing Ordinary Shares are legally held
by Mainspring Nominees (8) Limited, a Committed Capital nominee
company.
**** These Existing Ordinary Shares are legally held by
Mainspring Nominees (8) Limited, a Committed Capital nominee
company, in equal proportions on behalf of Judy Welch's four
children.
CCFSL
Immediately following Admission, CCFSL will hold, in aggregate,
34,662,181 Ordinary Shares, representing approximately 32.41 per
cent. of the Enlarged Share Capital assuming CCFSL subscribes for
3,889,772 Firm Subscription Shares, 10,329,600 Conditional
Subscription Shares and all of the Open Offer Shares. CCFSL's
acquisition of New Ordinary Shares would, without a waiver of the
obligations under Rule 9 of the Takeover Code, oblige CCFSL to make
a general offer for the Company under Rule 9 of the Takeover
Code.
The following table sets out CCFSL's shareholdings in the
Company (i) as at the date of this Document, (ii) following the
Firm Placing and Firm Subscription and (iii) on Admission.
Max No. Percentage
of Ordinary of Enlarged
Shares Share Capital Max No. Percentage
Total No. following following of Ordinary of Enlarged
of Existing Percentage Firm Placing Firm Placing Shares Share Capital
Concert Ordinary of Issued and Firm and Firm following following
Party Member Shares Share Capital Subscription Subscription Admission^ Admission^
Committed
Capital
Financial
Services
Limited* 14,478,422 20.23% 18,368,194 22.32% 34,662,181 32.41%
------------- --------------- -------------- --------------- ------------- ---------------
Total 14,478,422 20.23% 18,368,194 22.32% 34,662,181 32.41%
------------- --------------- -------------- --------------- ------------- ---------------
^Assumes CCFSL subscribes for 3,889,772 Firm Subscription
Shares, 10,329,600 Conditional Subscription Shares and all of the
Open Offer Shares.
*Legally held by Mainspring Nominees (8) Limited, a Committed
Capital nominee company.
CCFSL will not be restricted from making an offer for the
Company.
Waiver of Rule 9 of the Takeover Code
Concert Party
The Company has applied to the Panel for a waiver of Rule 9 of
the Takeover Code in order to permit members of the Concert Party
to subscribe for, in aggregate, 10,917,840 Conditional Subscription
Shares under the Conditional Subscription and to permit Committed
Capital (as a member of the Concert Party) to subscribe for all of
the Open Offer Shares under the Open Offer, being 5,964,387 Open
Offer Shares, without triggering an obligation on the part of the
Concert Party to make a general offer for the Company. The Panel
has agreed, subject to Resolution 1 at the General Meeting being
passed on a poll of Independent Shareholders, to waive the
requirement for the Concert Party to make a general offer to all
Shareholders where such an obligation would arise as a result of
members of the Concert Party subscribing for New Ordinary Shares
under the Conditional Subscription and as a result of Committed
Capital subscribing for its Basic Entitlement under the Open Offer
in full and applying for all of the remaining Open Offer Shares
using the Excess
Application Facility.
In the event that the waiver by the Panel is approved by
Independent Shareholders passing Resolution 1 at the General
Meeting, the Concert Party may hold between 30 per cent. and 50 per
cent. of the Enlarged Share Capital following completion of the
Transactions. Under Rule 9.1 of the Takeover Code, any further
acquisition of Ordinary Shares carrying voting rights by the
Concert Party in excess of what has been permitted by the Rule 9
Waiver will trigger a mandatory offer for the Company.
In addition, the Concert Party will not be restricted from
making an offer for the Company unless the Concert Party either
makes a statement that it does not intend to make an offer or
enters into an agreement with the Company not to make an offer. No
such statement has been made or agreement entered into as at the
date of this Document.
CCFSL
The Company has applied to the Panel for a waiver of Rule 9 of
the Takeover Code in order to CCFSL to subscribe for, in aggregate,
10,329,600 Conditional Subscription Shares under the Conditional
Subscription and for all of the Open Offer Shares under the Open
Offer, being 5,964,387 Open Offer Shares, without triggering an
obligation on the part of CCFSL to make a general offer for the
Company. The Panel has agreed, subject to Resolution 1 at the
General Meeting being passed on a poll of Independent Shareholders,
to waive the requirement for CCFSL to make a general offer to all
Shareholders where such an obligation would arise as a result of
CCFSL subscribing for New Ordinary Shares under the Conditional
Subscription and for its Basic Entitlement under the Open Offer in
full and applying for all of the remaining Open Offer Shares using
the Excess Application Facility.
In the event that the waiver by the Panel is approved by
Independent Shareholders passing Resolution 1 at the General
Meeting, CCFSL may hold between 30 per cent. and 50 per cent. of
the Enlarged Share Capital following completion of the
Transactions. Under Rule 9.1 of the Takeover Code, any further
acquisition of Ordinary Shares carrying voting rights by CCFSL in
excess of what has been permitted by the Rule 9 Waiver will trigger
a mandatory offer for the Company.
In addition, CCFSL will not be restricted from making an offer
for the Company unless CCFSL either makes a statement that it does
not intend to make an offer or enters into an agreement with the
Company not to make an offer. No such statement has been made or
agreement entered into as at the date of this Document.
Intentions of the Concert Party and CCFSL
Following completion of the Transactions, the Company's business
will be continued in the same manner as it is at present. The
Concert Party and CCFSL have each confirmed that they have no
intention to change the Company's current plans with respect to:
(i) the Company's future business (including the Company's
intentions for its research and development functions), (ii) the
continued employment of the employees and management of the
Company, including any material change in conditions of employment
or in the balance of the skills and functions of the employees and
management; (iii) its strategic plans for the Company, or their
likely repercussions on employment or the locations of the
Company's places of business, including on the location of the
Company's headquarters and headquarters functions; (iv) employer
contributions into any pension scheme(s), the accrual of benefits
for existing members, or the admission of new members; (v) the
redeployment of the fixed assets of the Company; or (vi)
maintenance of the Company's trading facility for the Ordinary
Shares.
Following completion of the Transactions, Committed Capital's
business will be continued in the same manner as it is at present.
Committed Capital has confirmed that it has no intention to change
its current plans with respect to: (i) the continued employment of
its employees and management, including any material change in
conditions of employment or in the balance of the skills and
functions of such employees and management; and/or (ii) its
strategic plans for itself, or their likely repercussions on
employment or the locations of Committed Capital's places of
business, including on the location of its headquarters and
headquarters functions.
Following completion of the Transactions, CCFSL's business will
be continued in the same manner as it is at present. CCFSL has
confirmed that it has no intention to change its current plans with
respect to: (i) the continued employment of its employees and
management, including any material change in conditions of
employment or in the balance of the skills and functions of such
employees and management; and/or (ii) its strategic plans for
itself, or their likely repercussions on employment or the
locations of CCFSL's places of business, including on the location
of its headquarters and headquarters functions.
Relationship agreement
Given the increase in Committed Capital's shareholding, the
Company and Committed Capital have entered into a relationship
agreement to regulate the relationship between the Company and
Committed Capital following Admission. Further details of the
relationship agreement are set out at paragraph 4.1(c) of Part VI
of this Document.
7. Use of net proceeds
The net proceeds of the Fundraising are expected to be
approximately GBP2.8 million. It is proposed that such proceeds
will be used to continue to scale the Group's business, expand
sales and marketing, execute on obligations in Europe and provide
working capital.
8. Placing Agreement
Under a placing agreement entered into between the Company and
Stockdale, Stockdale has conditionally agreed to act as placing
agent to the Company and to use reasonable endeavours to procure
Placees to subscribe for the Firm Placing Shares and the
Conditional Placing Shares at the Issue Price.
The Placing Agreement sets out the conditions relating to the
Firm Placing and the Conditional Placing.
The Conditional Placing is conditional upon (amongst other
things) the satisfaction of the following conditions:
(a) Admission taking place no later than 8.00 a.m. on 20 March
2019 (or such later time and/or date as the Company and Stockdale
may agree being no later than 29 March 2019);
(b) there being no breach of warranty in the Placing Agreement prior to Admission;
(c) the performance by the Company of its obligations under the
Placing Agreement and/or other terms of or conditions to the
Conditional Placing prior to Admission; and
(d) the passing of the Resolutions at the General Meeting.
The Placing Agreement contains certain customary warranties from
the Company in favour of Stockdale in relation to, inter alia, the
accuracy of the information contained in this Document and certain
other matters relating to the Group and its business. In addition,
the Company has given certain undertakings to Stockdale and has
agreed to indemnify Stockdale in relation to certain customary
liabilities they may incur in respect of the Transactions.
Stockdale has the right to terminate the Placing Agreement in
certain circumstances prior to Admission including, inter alia: (i)
for certain force majeure events or other events involving certain
material adverse changes or prospective material adverse changes
relating to the Group; or (ii) in the event of a breach of the
warranties or other obligations of the Company set out in the
Placing Agreement.
Under the Placing Agreement the Company has agreed to pay
certain fees and commissions to Stockdale and certain other costs
and expenses in connection with the Transactions and Admission.
9. Related Party Transactions
Committed Capital has agreed to subscribe for 4,844,753 Firm
Subscription Shares and 10,329,600 Conditional Subscription Shares.
It also intends to subscribe for its Basic Entitlement under the
Open Offer in full and to apply for all of the remaining Open Offer
Shares using the Excess Application Facility. As at the date of
this Document, Committed Capital holds 14,717,334 Existing Ordinary
Shares representing approximately 20.56 per cent. of the Existing
Ordinary Shares. As such, Committed Capital is a substantial
shareholder of the Company and its participation in the Firm
Subscription and the Conditional Subscription and its subscription
for its Basic Entitlement under the Open Offer and all of the
remaining Open Offer Shares using the Excess Application Facility
are related party transactions pursuant to AIM Rule 13 of the AIM
Rules.
The Directors (other than Steve Harris, a Non-Executive Director
of the Company, who is also the Chief Executive Officer of
Committed Capital) consider, having consulted with the Company's
nominated adviser, Stockdale, that the terms of Committed Capital's
participation in the Firm Subscription, Conditional Subscription
and its subscription for its Basic Entitlement and its subscription
for all of the remaining Open Offer Shares under the Excess
Application Facility under the Open Offer are fair and reasonable
insofar as the Shareholders are concerned.
Immediately following Admission (and assuming the Resolutions
are passed), Committed Capital will hold 35,856,074 Ordinary
Shares, representing approximately 33.53 per cent. of the Enlarged
Share Capital.
10. Current trading
On 4 January 2019, the Company announced a trading update for
the three months ended 31 December 2018, being the first quarter of
its financial year ending 30 September 2019, the contents of which
are set out below:
"LightwaveRF plc ("LightwaveRF", "Lightwave" or the "Company"),
the leading smart home solutions provider, announces the following
trading update for the three months ended 31 December 2018, being
the first quarter of its financial year ending 30 September 2019
("Q1 2019").
-- Revenue increased by 156% to GBP1.15 million (Q1 2018: GBP0.45 million) of which:
o Telesales revenue increased by 46% to GBP229,000 (Q1 2018:
GBP156,600); and
o E-commerce revenue increased by 506% to GBP291,000 (Q1 2018:
GBP48,000)
-- Record E-commerce Black Friday week performance, which ran
from 19 to 26 November 2018, with sales of GBP130,000 (2017:
GBP5,000)
Following the improvements made last year to its sales and
marketing strategies, the Company increased its revenue run rate by
50% in the final quarter of the financial year ended 30 September
2018, compared to the average over the previous three quarters.
This momentum continued into Q1 2019, with revenue increasing by
156% to GBP1.15 million compared to the corresponding quarter last
financial year, which reflects the strength and breadth of the
Company's product offerings and growing brand loyalty.
Jason Elliott, Chief Executive of Lightwave, commented:
"Having delivered a number of process improvements over the past
six months to drive revenue growth, the Company is encouraged by
what it has achieved in Q1 2019, almost equalling the GBP1.17
million generated during H1 2018.
"Lightwave's retailer and distributor relationships and
requisite marketing initiatives are now substantially expanded. I
am confident that we can maintain this momentum by focusing on the
channels and products, such as our lighting range, that are
performing well.""
11. EIS and VCT Status
The Company has received advance assurance from HMRC that HMRC
would be able to authorise the Company to issue compliance
certificates under section 204(1) of the Income Tax Act 2007 in
respect of the Firm Placing Shares, the Firm Subscription Shares,
the Conditional Placing Shares and the Conditional Subscription
Shares. The Company has not received any advance assurance from
HMRC as regards whether the Firm Placing Shares, the Firm
Subscription Shares, the Conditional Placing Shares and the
Conditional Subscription Shares will be capable of being a
"qualifying holding" for the purposes of investment by VCTs. If the
Company carries on activities beyond those disclosed to HMRC, then
Shareholders may cease to qualify for the tax benefits. Neither the
Company, the Directors nor any of the Company's advisers give any
warranty, undertaking or other assurance that any tax reliefs will
continue to be available and not withdrawn at a later date. The
actual availability of EIS relief and qualifying status for VCT
purposes would be contingent upon certain conditions being met by
both the Company and the relevant investors.
Shareholders and proposed investors must take their own
professional advice in order that they may fully understand how the
relief legislation may apply in their individual circumstances and
rely on it.
12. General Meeting
You will find set out at the end of this Document a notice
convening the General Meeting to be held at the offices of
LightwaveRF, Innovation Birmingham Campus, Faraday Wharf, Holt
Street, Birmingham B7 4BB at 11.00 a.m. on 19 March 2019 at which
the following resolutions will be proposed as ordinary or special
resolutions as indicated below:
(a) to approve the Rule 9 Waiver (ordinary resolution);
(b) to authorise the Directors to allot the New Ordinary Shares
for the purposes of the Conditional Placing, the Conditional
Subscription and the Open Offer (ordinary resolution); and
(c) to waive the statutory pre-emption rights in respect of the
allotment of equity securities pursuant to the Conditional Placing,
the Conditional Subscription and the Open Offer (special
resolution).
Resolution 1 seeks Independent Shareholders' approval, as
explained in paragraph 6 above, of a waiver of the obligations that
could arise for the Concert Party (individually or collectively) to
make a general offer for the entire issued share capital of the
Company that it does not already own as a result of:
(i) any member of the Concert Party participating in the Conditional Subscription;
(ii) Committed Capital subscribing for its Basic Entitlement
under the Open Offer in full; and
(iii) Committed Capital applying for all of the remaining Open
Offer Shares using the Excess Application Facility.
This resolution will need to be approved by way of a poll of
Independent Shareholders.
Resolution 2 authorises the Directors to allot the Conditional
Placing Shares, the Conditional Subscription Shares and the Open
Offer Shares in accordance with section 551 of the Act. The
authority granted by the resolution will expire on 30 June
2019.
Resolution 3 will give the Directors power, pursuant to the
authority to allot granted by Resolution 2, to allot the
Conditional Placing Shares, the Conditional Subscription Shares and
the Open Offer Shares for cash otherwise than on a pre-emptive
basis to the Company's Shareholders. The authority granted by the
resolution will expire on 30 June 2019.
13. Action to be taken in respect of the General Meeting
Shareholders will find accompanying this Document a Form of
Proxy for use in connection with the General Meeting. The Form of
Proxy should be completed and returned in accordance with the
instructions thereon so as to be received by Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, West Midlands
B62 8HD as soon as possible and in any event not later 11.00 a.m.
on 15 March 2019. Completion and return of the Form of Proxy will
not prevent a Shareholder from attending and voting at the General
Meeting should he/she/it so wish.
14. Intentions of Directors and Committed Capital in relation to
the Open Offer
None of the Directors currently intends to subscribe for his
Basic Entitlement under the Open Offer.
Committed Capital has indicated its intention to subscribe for
its Basic Entitlement under the Open Offer in full and to apply for
all of the remaining Open Offer Shares using the Excess Application
Facility, being, in aggregate, 5,964,387 Open Offer Shares.
15. Additional information
Your attention is drawn to the risk factors set out in Part II
of this Document as well as the financial information on the
Company and Committed Capital in Parts IV and V of this Document
and the additional information set out in Part VI of this Document.
Shareholders are advised to read the whole of this Document and not
rely solely on the summary information presented in this
letter.
Details of the actions to be taken if you wish to subscribe for
Open Offer Shares are provided in paragraph 3 of Part III of this
Document.
16. Recommendation
The Independent Directors, who have been so advised by
Stockdale, believe that the Conditional Placing, the Conditional
Subscription, the Open Offer and the Rule 9 Waiver are in the best
interests of the Company and its Independent Shareholders as a
whole. Accordingly, the Independent Directors unanimously recommend
Shareholders to vote in favour of the Resolutions as they intend so
to do in respect of their beneficial shareholdings amounting to, in
aggregate, 3,685,423 Ordinary Shares, representing approximately
5.15 per cent. of the Existing Ordinary Shares.
Yours faithfully
Barry Gamble
Chairman "
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Record Date for entitlements under the Open Offer 6.00 p.m. on
28 February
Posting of the Circular
1 March
Ex-entitlement date for the Open Offer
8.00 a.m. on 1 March
Basic Entitlements credited to stock accounts in
4 March
CREST of Qualifying CREST Holders
Recommended latest time and date for requesting withdrawal of
4.30 p.m. on 11 March
Basic Entitlements and Excess CREST Open Offer Entitlements from
CREST
Recommended latest time and date for depositing Basic
Entitlements and/or 3.00 p.m. on 12 March
Excess Entitlements into CREST
Latest time and date for splitting Application Forms
3.00 p.m. on 14 March
(to satisfy bona fide market claims only)
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on
15 March
Latest time and date for receipt of completed Application Forms
11.00 a.m. on 18 March
and payment in full under the Open Offer or settlement of
relevant CREST instruction (as appropriate)
Announcement of result of Open Offer
19 March
General Meeting
11.00 a.m. on 19 March
Announcement of result of General Meeting
19 March
Admission and commencement of dealings of the 8.00 a.m. on 20
March
New Ordinary Shares
New Ordinary Shares credited to CREST stock accounts 8.00 a.m.
on 20 March
Despatch of definitive share certificates for New Ordinary
Shares within 10 Business Days of Admission
Notes:
(i) References to times in this announcement are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
(iii) The timing of the events in the above timetable and in the
rest of this announcement is indicative only.
(iv) In order to subscribe for Open Offer Shares, Qualifying
Shareholders will need to follow the procedure set out in Part III
of the Circular and, where relevant, complete the accompanying
Application Form. If Qualifying Shareholders have any queries on
the procedure for acceptance and payment, or wish to request
another Application Form, they should contact Neville Registrars on
0121 585 1131 or if calling from outside the UK on +44 121 585
1131, where relevant, quoting the allotment number of their
Application Form. Calls to the Neville Registrars' help lines are
charged at your provider's standard rates for national or, as the
case may be, international calls. Different charges may apply to
calls made from mobile telephones and calls may be recorded and
monitored randomly for security and training purposes. Neville
Registrars cannot provide advice on the merits of the Open Offer
nor give any financial, legal or tax advice.
KEY STATISTICS
Closing Price per Existing Ordinary Share on 27 February
2019
9 pence
Number of Qualifying Shares
71,572,647
Basic Entitlement under the Open Offer 1 Open Offer Share for
every
12 Qualifying Shares
Issue Price
8.5 pence
Number of Open Offer Shares to be offered for subscription
by
5,964,387
Qualifying Shareholders
Expected proceeds of the Open Offer (before expenses)*
approximately GBP0.5 million
Expected proceeds of the Fundraising (before expenses)*
approximately GBP3.0 million
Enlarged Share Capital immediately following Admission*
106,948,814
Percentage of Enlarged Share Capital represented by the Open
Offer Shares* 5.6 per cent.
Estimated net proceeds of the Fundraising* approximately GBP2.8
million
ISIN of the Basic Entitlement
GB00BJJQ2F06
ISIN of the Excess CREST Open Offer Entitlement
GB00BJJQ2G13
Notes:
* On the assumption that the Open Offer is fully subscribed.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Admission" or "Second admission of the New Ordinary Shares (other
Admission" than the Deferred Settlement Shares) to
trading on AIM in accordance with the AIM
Rules
"Advance Subscription the advance subscription agreement entered
Agreement" into between the Company, Mainspring Nominees
(8) Limited and MNL Nominees Limited dated
25 January 2019 (as varied by a deed of
variation between the same parties dated
27 February 2019)
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange
"Application Form" the application form relating to the Open
Offer which will accompany the Circular
(where relevant)
"Basic Entitlement" the number of Open Offer Shares for which
Qualifying Holders are entitled to subscribe
at the Issue Price pro rata to their holding
of Qualifying Shares pursuant to the Open
Offer
"Business Day" a day (other than a Saturday or Sunday)
on which commercial banks are open for general
business in London, England
"Canada" Canada, its provinces and territories and
all areas subject to its jurisdiction and
any political sub-divisions thereof
"CCFSL" Committed Capital Financial Services Limited
"certificated" or "certificated recorded on a company's share register as
form" being held in certificated form (i.e. not
in CREST)
"City Code" or the City Code on Takeovers and Mergers,
as amended from
"Takeover Code" time to time
"Closing Price" the closing middle market quotation of an
Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List
of the London Stock Exchange
"Committed Capital" Committed Capital Limited, and where the
context requires any or all of the other
members of the Committed Capital Limited
group of companies
"Company" or "LightwaveRF" LightwaveRF plc (registered number 06690180)
"Concert Party" together Committed Capital Limited, Committed
Capital Financial Services Limed, Steve
Harris, Timothy Steel, Else Thomson, Mark
Blandford and Judy Welch
"Conditional Placing" the conditional placing by the Company of
the Conditional Placing Shares with certain
institutional and other investors pursuant
to the Placing Agreement as announced on
28 February 2019
"Conditional Placing a minimum of 7,097,280 Ordinary Shares the
Shares" subject of the Conditional Placing
"Conditional Subscription" the conditional subscription by Committed
Capital for the Conditional Subscription
Shares
"Conditional Subscription 11,594,500 Ordinary Shares the subject of
Shares" the Conditional Subscription
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"Deferred Settlement 10,917,840 New Ordinary Shares forming part
Shares" of the Conditional Subscription
"Directors" or "Board" the directors of the Company
"Document" or "Circular" the circular, containing details of the
Transactions, which is expected to be posted
to Shareholders on or around 1 March 2019
and which for the avoidance of doubt does
not comprise a prospectus (under the Prospectus
Rules) or an admission document (under the
AIM Rules)
"EIS" the Enterprise Investment Scheme and related
reliefs as detailed in Part 5 of the Income
Tax Act 2007 and in sections 150A to 150D
and Schedule 5B and 5BA of the Taxation
of Chargeable Gains Act 1992 (amended)
"enabled for settlement" in relation to Basic Entitlements and Excess
Entitlements, enabled for the limited purpose
of settlement of claim transactions and
USE transactions
"Enlarged Share Capital" the issued share capital of LightwaveRF
immediately following Admission (on the
assumption that the Open Offer is fully
subscribed)
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess Application to the extent that Basic Entitlements to
Facility" Open Offer Shares are not subscribed for
by Qualifying Shareholders, such Open Offer
Shares will be available to satisfy excess
applications, subject to a maximum of 5,964,387
Open Offer Shares in aggregate
"Excess CREST Open in respect of each Qualifying CREST Shareholder
Offer who has taken up
Entitlements" his Basic Entitlement in full, the entitlement
to apply for Open Offer Shares in addition
to his Basic Entitlement credited to his
stock account in CREST, pursuant to the
Excess Application Facility, which may be
subject to scaling back or disallowance
in accordance with the provisions of the
Circular
"Excess Entitlements" the entitlement for Qualifying Shareholders
to apply to acquire any number of Open Offer
Shares subject to the limit on applications
under the Excess Application Facility
"Excess Shares" the Open Offer Shares applied for under
the Excess Application Facility
"Existing Ordinary the 71,572,647 Ordinary Shares in issue
Shares" at the date of this announcement
"FCA" the Financial Conduct Authority of the UK
"Firm Placing" the firm placing by the Company of the Firm
Placing Shares with certain institutional
and other investors pursuant to the Placing
Agreement as announced on 28 February 2019
"Firm Placing Shares" 4,373,322 new Ordinary Shares issued pursuant
to the Firm Placing
"Firm Subscription" the firm subscription by certain institutional
and other investors of the Firm Subscription
Shares as announced on 28 February 2019
"Firm Subscription 6,346,678 new Ordinary Shares issued pursuant
Shares" to the Firm Subscription
"First Admission" admission of the Firm Placing Shares and
the Firm Subscription Shares to trading
on AIM in accordance with the AIM Rules
"Form of Proxy" the form of proxy which will accompany the
Circular for use at the General Meeting
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"Fundraising" together the Conditional Placing, the Conditional
Subscription and the Open Offer
"General Meeting" the general meeting of the Company as described
in this announcement, notice of which will
be set out at the end of the Circular
"Group" the Company and its subsidiaries
"HMRC" Her Majesty's Revenue and Customs
"Independent Directors" the Directors, other than Steve Harris
"Independent Shareholders" the Shareholders who are independent of
the Concert Party
"Investment Company the US Investment Company Act of 1940
Act"
"ISIN" International Securities Identification
Number
"Issue Price" 8.5 pence per New Ordinary Share
"Japan" Japan, its cities, prefectures, territories
and possessions
"London Stock Exchange" London Stock Exchange plc
"Neville Registrars" Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen, West Midlands
B62 8HD
"New Ordinary Shares" the Conditional Placing Shares, the Conditional
Subscription Shares and the Open Offer Shares
"Notice of General the notice of General Meeting which will
Meeting" be set out at the end of the Circular
"Open Offer" the proposed conditional issue and allotment
at 8.5 pence per share of the Open Offer
Shares to Qualifying Shareholders
"Open Offer Shares" the maximum of 5,964,387 Ordinary Shares
to be issued and allotted to Qualifying
Shareholders pursuant to the Open Offer
"Ordinary Shares" ordinary shares of 5 pence each in the capital
of the Company
"Overseas Shareholders" Shareholders with registered addresses in,
or who are citizens, residents or nationals
of, jurisdictions outside the UK
"Panel" or "Takeover the Panel on Takeovers and Mergers
Panel"
"Placees" subscribers for the Conditional Placing
Shares
"Placing Agreement" the placing agreement entered into between
the Company and Stockdale dated 28 February
2019
"Placing Shares" the Firm Placing Shares and the Conditional
Placing Shares
"Prospectus Rules" the Prospectus Rules made in accordance
with EU Prospectus Directive 2003/7l/EC
"Qualifying Holders" Shareholders whose names appear on the register
or "Qualifying Shareholders" of members of LightwaveRF on the Record
Date as holders of Qualifying Shares and
who are eligible to be offered Open Offer
Shares under the Open Offer in accordance
with the terms and conditions set out in
the Circular
"Qualifying non-CREST Qualifying Holders holding Existing Ordinary
Holders" Shares in certificated form
"Qualifying Shares" the Ordinary Shares that qualify for the
Open Offer
"Record Date" 6.00 p.m. on 28 February 2019
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General
Meeting
"RIS" a regulatory information service as defined
by the AIM Rules
"Rule 9 Waiver" the waiver by the Panel of the obligations
which would otherwise arise on the part
of any member of Concert Party (individually
or collectively) under Rule 9 of the Takeover
Code on completion of the Transactions
"Securities Act" the US Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"Stockdale" Stockdale Securities Limited
"Transactions" together the Conditional Placing, the Conditional
Subscription, the Open Offer and the Rule
9 Waiver
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated" or recorded on the relevant register or other
"uncertificated form" record of the share or other security as
being held in uncertificated form in CREST
and title to which, by virtue of the CREST
Regulations, may be transferred by way of
CREST
"USE" unmatched stock event
"VCT" a Venture Capital Trust under Part 6 of
the Income Tax Act 2007
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THIS APPIX DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OR OTHERWISE ACQUIRE OR DISPOSE OF, ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED THEREIN (TOGETHER, THE "ANNOUNCEMENT"), IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE
REPUBLIC OF IRELAND OR NEW ZEALAND OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS HAVING
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (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 ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
INFORMATION TO DISTRIBUTORS
FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH
OF (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS,
AS AMED ("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 FOR NO OTHER PURPOSES, STOCKDALE SECURITIES
LIMITED ("STOCKDALE") HAS CARRIED OUT AN ASSESSMENT OF THE ORDINARY
SHARES AND HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN TARGET
MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF
PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED
UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE
FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED
BY MIFID II (THE "TARGET MARKET ASSESSMENT").
ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES
MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR
INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO
CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS
COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND
PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (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 HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT
MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO
THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL
CIRCUMSTANCES, STOCKDALE WILL ONLY PROCURE INVESTORS WHO MEET THE
CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II OR OTHERWISE; OR (B) A RECOMMATION TO
ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN OR PURCHASE, OR TO
TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO, THE ORDINARY
SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Stockdale or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, Japan, the Republic of Ireland or New
Zealand or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this announcement is
being directed solely at persons in circumstances in which section
21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. 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; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, the Republic of Ireland, the
Republic of South Africa or New Zealand, or in any other
jurisdiction. Accordingly, the Placing Shares may not (unless an
exemption under relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, Japan, the Republic of Ireland or
the Republic of South Africa or any other jurisdiction outside the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this announcement should seek appropriate advice before
taking any action.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this announcement.
Each person who is invited to and who chooses to participate in
the Placing (a "Placee") will be deemed to have read and understood
this announcement in its entirety, to be participating, making an
offer and subscribing for Placing Shares on the terms and
conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1. it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1.the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Stockdale has been given to the offer or resale;
or
2.2.2.where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make, and does make, the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in, and in accordance with, Regulation S under the
Securities Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA or any other regulatory body in
any Relevant Member State in relation to the Placing or the Placing
Shares.
Each Placee, by participating in the Placing, agrees that the
content of this announcement is exclusively the responsibility of
the Company and confirms that it has not relied on any information,
representation, warranty or statement made by or on behalf of
Stockdale, the Company or any other person and none of Stockdale,
the Company or any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stockdale has entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Stockdale, as agent for and on behalf
of the Company, has agreed to use its reasonable endeavours to
procure Placees to subscribe for the Placing Shares at the Issue
Price.
The Placing shall consist of a Firm Placing and a Conditional
Placing, with such subscription commitments in each instance being
conditional upon the conditions (summarised below) being satisfied
by the Company or otherwise waived by Stockdale.
All Placing Shares will, when issued, be subject to the Articles
of Association and 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
declared, made or paid in respect of such Existing Ordinary Shares
after the date of issue of the Placing Shares.
Applications for admission to trading
Applications will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that First Admission in respect of the Firm
Placing Shares will take place at 8.00 a.m. on 6 March 2019 and
that dealings in the Firm Placing Shares on AIM will commence at
the same time.
Principal terms of the Placing
1. Stockdale is acting as nominated adviser and broker to the
Company, and as agent for and on behalf of the Company. Stockdale
is authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice in
relation to the matters described in this announcement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Stockdale to
participate. Stockdale and any of its affiliates are entitled to
participate in the Placing as principals.
3. The price per Placing Share will be payable by all Placees to
Stockdale (as agent of the Company). The Issue Price, number of
Placing Shares and type of Placing Shares (whether Firm Placing
Shares or Conditional Placing Shares) will be agreed between the
Company and Stockdale at the close of the Bookbuild and confirmed
to Placees by telephone and/or email along with their final
allocation and will be disclosed in the announcement confirming the
result of the Placing.
4. Each Placee's allocation is determined by Stockdale in its
discretion and has been or will be confirmed orally by Stockdale
and a Form of Confirmation will be dispatched as soon as possible
thereafter. That oral confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of Stockdale and the Company,
under which it agrees to acquire the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Articles of Association. Except with
Stockdale's prior written consent, such commitment will not be
capable of variation or revocation at the time at which it is
submitted.
5. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to each such Placee by Stockdale. The
terms and conditions of this Appendix will be deemed incorporated
into that Form of Confirmation.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Stockdale (as agent for the Company),
to pay to Stockdale (or as Stockdale may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
7. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Firm
Placing Shares to be issued pursuant the Firm Placing will be
required to be made at the same time and settlement for all
Conditional Placing Shares to be issued pursuant the Conditional
Placing will be required to be made at the same time, on the basis
explained below under "Registration and Settlement".
8. All obligations of Stockdale 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 "Termination of the
Placing".
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law and applicable FCA
rules, none of (a) Stockdale, (b) any of its affiliates, agents,
directors, officers, consultants, (c) to the extent not contained
within (a), any person connected with Stockdale as defined in FSMA
((b) and (c) being together "affiliates" and individually an
"affiliate" of Stockdale) or (d) any person acting on Stockdale's
behalf, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, none of Stockdale or any of its affiliates shall have
any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of their conduct of the Placing or of
such alternative method of effecting the Placing as Stockdale and
the Company may agree.
Further details regarding EIS and VCT status
The Company has received advance assurance from HMRC that HMRC
would be able to authorise the Company to issue compliance
certificates under section 204(1) of the ITA 2007 in respect of the
Placing Shares following receipt of a form EIS1 satisfactorily
completed. If the Company carries on activities beyond those
disclosed to HMRC, then Shareholders may cease to qualify for the
tax benefits. The Company has not received any advance assurance
from HMRC as regards whether the Placing Shares will be capable of
being a "qualifying holding" for the purposes of investment by
VCTs. The actual availability of EIS relief and qualifying status
for VCT purposes would be contingent upon certain conditions being
met by both the Company and the relevant investors.
Investors must take their own professional advice in order that
they may fully understand how the relief legislation may apply in
their individual circumstances and rely on it.
Registration and Settlement
Settlement of transactions in the Placing Shares will take place
inside the CREST system.
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST.
The Company will procure the delivery of the Placing Shares to
CREST accounts operated by Stockdale for the Company and Stockdale
will enter their delivery (DEL) instructions into the CREST system.
The input to CREST by each Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment at the relevant time.
Interest may be charged in respect of payments not received for
value at that time.
The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any Placee
in any form it requires if, in Stockdale's opinion, delivery or
settlement is not possible or practicable within CREST or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
conditional trade confirmation(s) stating the number of Placing
Shares (and confirmation as to whether the Placing Shares are Firm
Placing Shares or Conditional Placing Shares) to be allocated to it
at the Issue Price and the subscription amount payable to be
allocated to it and will be required to provide Stockdale with
funds sufficient to purchase such securities prior to the
Settlement Date (see below).
It is expected that settlement with regard to the Firm Placing
Shares will take place on 6 March 2019 in CREST in accordance with
the instructions set out in the conditional trade confirmation.
Settlement will be through Stockdale against CREST ID: MAMAY (as
applicable).
It is expected that settlement with regard to the Conditional
Placing Shares will take place on 20 March 2019 in CREST in
accordance with the instructions set out in the conditional trade
confirmation. Settlement will be through Stockdale against CREST
ID: MAMAY (as applicable).
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with Stockdale.
If the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
ISIN code for the Placing Shares: GB00BKJ9BV58
SEDOL code for the Placing Shares: BKJ9BV5
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued into CREST to, or to
the nominee of, a Placee who holds those shares beneficially (and
not as agent or nominee for any other person) within the CREST
system and registered in the name of such Placee or such Placee's
nominee provided that the Placing Shares are not issued to a person
whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any
such person.
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 Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Stockdale will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Stockdale in
the event that the Company or Stockdale 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
Stockdale 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 by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Conditions of the Firm Placing
The Firm Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The obligations of Stockdale under the Firm Placing are,
conditional upon, inter alia:
a) none of the warranties or undertakings contained in the
Placing Agreement being or having become untrue, inaccurate or
misleading in any material respect at any time before First
Admission, which individually or collectively Stockdale (acting
reasonably) considers to be material and adverse in the context of
the Placing;
b) the performance by the Company of its obligations under the
Placing Agreement to the extent they fall to be performed prior to
First Admission;
c) the Company issuing and allotting the Firm Placing Shares
prior to and, conditional only on First Admission, in accordance
with the Placing Agreement; and
d) First Admission taking place by not later than 8.00 a.m. on 6
March 2019 (or such later date as the Company and Stockdale may
agree in writing, in any event being not later than the First Long
Stop Date),
(all conditions in connection with the Firm Placing being
together, the "Firm Placing Conditions").
Conditions of the Conditional Placing
The obligations of Stockdale under the Conditional Placing and
the Open Offer are, conditional upon, inter alia:
a) none of the warranties or undertakings contained in the
Placing Agreement being or having become untrue, inaccurate or
misleading in any material respect at any time before Second
Admission, which individually or collectively Stockdale (acting
reasonably) considers to be material and adverse in the context of
the Placing;
b) the performance by the Company of its obligations under the
Placing Agreement to the extent they fall to be performed prior to
Second Admission (including the Firm Placing Conditions);
c) the Panel Waiver being granted by the Panel;
d) the passing without amendment (or with such amendments as
Stockdale may agree) of the Resolutions at the Meeting on 19 March
2019 (or such later date as Stockdale may agree);
e) the Company issuing and allotting the Conditional Placing
Shares and the Open Offer Shares as soon as reasonably practicable
after the passing of the Resolutions, conditional only on Second
Admission, in accordance with the Placing Agreement;
f) Second Admission taking place by not later than 8.00 a.m. on
20 March 2019 (or such later date as the Company and Stockdale may
agree in writing, in any event being not later than the second
long-stop date, being 29 March 2019),
(all conditions in connection with the Conditional Placing and
Open Offer being together, the "Conditional Placing
Conditions").
Termination of the Placing
Stockdale may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
If any of the Firm Placing Conditions are not fulfilled or,
where permitted, waived in accordance with the Placing Agreement
within the stated time periods (or such later time and/or date as
the Company and Stockdale may agree) the Placing Agreement and the
rights and obligations in it shall terminate at such time and each
Placee yet to be allocated Firm Placing Shares agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
If any of the Conditional Placing Conditions are not fulfilled
or, where permitted, waived in accordance with the Placing
Agreement within the stated time periods (or such later time and/or
date as the Company and Stockdale may agree) the Placing Agreement
and the rights and obligations in it shall terminate at such time
and each Placee yet to be allocated Conditional Placing Shares
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described herein and will not be capable of
rescission or termination by it.
Certain conditions may be waived in whole or in part by
Stockdale, in its absolute discretion and Stockdale may also agree
in writing with the Company to extend the time for satisfaction of
any condition. Any such extension or waiver will not affect
Placees' commitments as set out in this announcement.
Neither Stockdale, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition nor for any
decision any of them may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing, each Placee agrees that any such
decision is within the absolute discretion of Stockdale.
Stockdale may terminate the Placing Agreement (in respect of its
obligations yet to be performed), in accordance with its terms, at
any time prior to First Admission or Second Admission if, inter
alia:
1. it comes to the attention of Stockdale that any of the
warranties in the Placing Agreement were not true or accurate, or
were misleading in any material respect when made or if any of the
warranties in the Placing Agreement become untrue, inaccurate or
misleading in any material respect; or
2. it comes to the attention of Stockdale that the Company has
committed a material breach or material breaches of any of its
obligations under the Placing Agreement,
in each case in a respect which Stockdale acting reasonably
considers to be material and adverse in the context of the
Placing.
Stockdale may also terminate the Placing Agreement (in respect
of its obligations yet to be performed), in accordance with its
terms, at any time prior to First Admission or Second Admission if
there is:
1. any material adverse change in the context of the Placing,
whether or not foreseeable at the date of the Placing Agreement,
in, or any development involving a prospective material adverse
change in or affecting, the condition, financial or otherwise, or
the earnings or business affairs or business prospects of the
Group, whether or not arising in the ordinary course of business;
or
2. any of the following:
2.1 the suspension of trading in securities generally on the
London Stock Exchange or trading is limited or minimum prices
established on the London Stock Exchange; or
2.2 the declaration of a banking moratorium in London or any
material disruption to commercial banking or securities settlement
or clearance services in the UK; or
2.3 any change, or development involving a prospective change,
in national or international financial, economic, political,
industrial or market conditions or currency exchange rates or
exchange controls, or any incident of terrorism or outbreak or
escalation of hostilities or any declaration by the UK or the US of
a national emergency or war or any other calamity or crisis,
which events described above Stockdale in its reasonable opinion
considers to be likely to have an adverse effect on the financial
or trading position or the business or prospects of the Group which
is material in the context of Group as a whole or which renders the
Placing impracticable or inadvisable.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of any
Placing Shares not yet settled shall terminate at such time and no
claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and Stockdale that the exercise by the Company or Stockdale
of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or Stockdale and that neither the Company nor
Stockdale need make any reference to such Placee and that neither
Stockdale, the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability
to such Placee (or to any other person whether acting on behalf of
a Placee or otherwise) whatsoever in connection with any such
exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and will not be capable of rescission or
termination by it after the issue by Stockdale of a Form of
Confirmation confirming each Placee's allocation and commitment in
the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Stockdale expressly agrees in writing to the
contrary):
1. it has read and understood this announcement in its entirety
and that its subscription for the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with First Admission and Second Admission, the Placing,
the Company, the Placing Shares or otherwise;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3. the Existing Ordinary Shares are (and the New Ordinary Shares
will be) admitted to trading on AIM, and that the Company is
therefore required to publish certain business and financial
information in accordance with the AIM Rules for Companies, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial and
trading position of the Company in accepting a participation in the
Placing and neither Stockdale, the Company nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person; nor has it requested any of
Stockdale, the Company, 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;
5. the content of this announcement is exclusively the
responsibility of the Company and the directors and neither
Stockdale nor any person acting on behalf of Stockdale or any of
its affiliates, agents, directors, officers or employees has or
shall have any liability for any information, representation or
statement contained in this announcement, the investor presentation
or any information previously published by or on behalf of the
Company or any member of the Group;
6. neither Stockdale, 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 Placing Shares or the accuracy,
completeness or adequacy of the information contained in this
announcement or the investor presentation;
7. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
8. it has not relied on any investigation that Stockdale, the
Company or any person acting on their behalf may have conducted
with respect to the Company, the Placing or the Placing Shares;
9. the content of this announcement has been prepared by and is
exclusively the responsibility of the Company and the directors and
that neither Stockdale, nor any person acting on its behalf is
responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this announcement or the investor presentation
nor will they be liable for any Placee's decision to participate in
the Placing based on any information, representation, warranty or
statement contained in this announcement or the investor
presentation. Nothing in this this Appendix shall exclude any
liability of any person for fraudulent misrepresentation;
10. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Canada, Australia, the Republic of South Africa, Japan, the
Republic of Ireland or New Zealand and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States, Canada, Australia, the Republic of South Africa, Japan, the
Republic of Ireland, New Zealand or in any country or jurisdiction
where any such action for that purpose is required;
11. it and/or each person on whose behalf it is participating:
11.1. is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
11.2. has fully observed such laws and regulations;
11.3. has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
11.4. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed for will not
be, a resident of, or with an address in, or subject to the laws
of, Canada, Australia, the Republic of South Africa, Japan, the
Republic of Ireland or New Zealand and it acknowledges and agrees
that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Canada,
Australia, the Republic of South Africa, Japan, the Republic of
Ireland or New Zealand and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
13. the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or
resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance
with applicable state securities laws; and no representation is
being made as to the availability of any exemption under the
Securities Act for the re-offer, resale, pledge or transfer of the
Placing Shares;
14. the Company is not registered under the Investment Company
Act and that the Company has put in place restrictions to ensure
that it is not and will not be required to register under the
Investment Company Act;
15. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
16. it is not acquiring the Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S under the
Securities Act;
17. if the Placing Shares are being acquired for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
18. it (and any account for which it is purchasing) is acquiring
the Placing Shares for investment purposes only and is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof in violation of the Securities Act or any
other securities laws of any state or other jurisdiction of the
United States;
19. the Company is not obliged to file any registration
statement in respect of any resales of the Placing Shares in the
United States with the US Securities and Exchange Commission or
with any securities administrator of any state or other
jurisdiction of the United States;
20. if in the future it decides to offer, sell, transfer, assign
or otherwise dispose of the Placing Shares, it will do so only in
compliance with an exemption from the registration requirements of
the Securities Act and under circumstances which will not require
the Company to register under the Investment Company Act;
21. it will not distribute, forward, transfer or otherwise
transmit this announcement or any part of it, or any other
presentational or other materials concerning the Placing, in or
into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
22. neither Stockdale, any of its affiliates, agents, directors,
officers or employees nor any person acting on behalf of any of
them is making any recommendations to it or advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of Stockdale and
Stockdale has no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
23. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Stockdale for the Placing Shares allocated
to it in accordance with the terms and conditions of this
announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Stockdale may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
24. no action has been or will be taken by any of the Company,
Stockdale or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
25. the person who it specifies for registration as holder of
the Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither Stockdale nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and Stockdale in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of Stockdale or transferred to a
CREST stock account of Stockdale who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
26. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (b) it is and will remain liable to the Company and
Stockdale for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person);
27. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
28. it and any person acting on its behalf (if within the United
Kingdom) is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or Article 49(2) (High net worth
companies etc.) of the Order and/or is an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) of the Prospectus Directive. For such purposes, it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
29. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges:
29.1. it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions
of FSMA in respect of anything done in, from or otherwise involving
the United Kingdom);
29.2. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive, other
than Qualified Investors or in circumstances in which the express
prior written consent of Stockdale has been given to the offer or
resale;
29.3. it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this
invitation to participate in the Placing;
29.4. neither Stockdale nor any of its affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this announcement, the
investor presentation or for any information previously published
by or on behalf of the Company or any other written or oral
information made available to or publicly available or filed or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29.5. neither Stockdale, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of Stockdale, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
nor providing advice in relation to the Placing nor in respect of
any representations, warranties, acknowledgements, agreements,
undertakings or indemnities contained in the Placing Agreement nor
the exercise or performance of Stockdale's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
29.6. acknowledges and accepts that Stockdale may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for its own account for the purpose of hedging its
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Stockdale will not make any public
disclosure in relation to such transactions;
29.7. Stockdale and its affiliates, each acting as an investor
for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Stockdale and/or any of its
affiliates, acting as an investor for its or their own account(s).
Neither Stockdale nor the Company intends to disclose the extent of
any such investment or transaction otherwise than in accordance
with any legal or regulatory obligation to do so;
29.8. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (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;
29.9. it is aware of the obligations regarding insider dealing
in the Criminal Justice Act 1993, FSMA, the EU Market Abuse
Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those
obligations;
29.10. in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Stockdale (for itself and as agent on
behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Stockdale or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Stockdale's
absolute discretion (as the case may be) or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at the absolute discretion of Stockdale or the Company's
registrars, as the case may be. If within a reasonable time after a
request for verification of identity Stockdale (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, Stockdale and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
29.11. acknowledges that its commitment to acquire Placing
Shares on the terms set out in this announcement and in the Form of
Confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or
Stockdale's conduct of the Placing;
29.12. it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
29.13. it irrevocably appoints any duly authorised officer of
Stockdale as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe upon the terms of
this announcement;
29.14. the Company, Stockdale and others (including each of
their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Stockdale on its own behalf and on behalf of the
Company and are irrevocable;
29.15. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such account;
29.16. time is of the essence as regards its obligations under this Appendix;
29.17. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any
address provided by it to Stockdale;
29.18. the Placing Shares will be issued subject to these terms
and conditions of this Appendix; and
29.19. these terms and conditions and all documents into which
they are incorporated by reference or of which they otherwise
validly form a part and/or any agreements entered into pursuant to
these terms and conditions and/or all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Stockdale 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;
30. by participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Stockdale and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Stockdale, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this announcement, and further agrees
that the provisions of this Appendix shall remain in full force and
effect after completion of the Placing. The agreement to allot and
issue Placing Shares to Placees (or the persons for whom Placees
are contracting as agent) free of stamp duty and stamp duty reserve
tax in the United Kingdom relates only to their allotment and issue
to Placees, or such persons as they nominate as their agents,
direct by the Company. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement related to any other dealings in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty
or stamp duty reserve tax and neither the Company or Stockdale
shall be responsible for such stamp duty or stamp duty reserve tax.
If this is the case, each Placee should seek its own advice and
should notify Stockdale accordingly. In addition, Placees should
note that they will be liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the United Kingdom
by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares and each Placee, or the Placee's nominee, in respect of whom
(or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and
Stockdale in the event that the Company and/or Stockdale has
incurred any such liability to such taxes or duties; and
31. the representations, warranties, acknowledgements and
undertakings contained in this this Appendix are given to Stockdale
for itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Stockdale does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Stockdale may (at its absolute
discretion) satisfy its obligation to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Stockdale, any money held in an account with Stockdale
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under FSMA. Each
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence
this money will not be segregated from Stockdale's money (as
applicable) in accordance with the client money rules and will be
held by it under a banking relationship and not as trustee.
References to time in this announcement are to London time,
unless otherwise stated.
All times and dates in this announcement may be subject to
amendment.
No statement in this announcement is intended to be a profit
forecast, 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.
The price of shares and any income expected from them may go
down as well as up and investors may not receive the full amount
invested upon disposal of the Placing Shares. Past performance is
no guide to future performance, and persons needing advice should
consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or Stockdale may hold personal data (as defined in the
GDPR) relating to past and present shareholders. Personal data may
be retained on record for a period exceeding six years after it is
no longer used. The Company and/or Stockdale will only process such
information for the purposes set out below (collectively, the
"Purposes"), being to: (a) process a Placee's personal data to the
extent and in such manner as is necessary for the performance of
their obligations under the contractual arrangements between them,
including as required by or in connection with a Placee's holding
of Ordinary Shares, including processing personal data in
connection with credit and money laundering checks on a Placee; (b)
communicate with a Placee as necessary in connection with a
Placee's affairs and generally in connection with its holding of
Ordinary Shares; (c) provide personal data to such third parties as
the Company and/or Stockdale may consider necessary in connection
with its affairs and generally in connection with its holding of
Ordinary Shares or as the GDPR may require, including to third
parties outside the EEA; and (d) without limitation, provide such
personal data to their respective affiliates for processing,
notwithstanding that any such party may be outside the EEA; and (e)
process a Placee's personal data for the Company's and/or
Stockdale's internal administration.
By becoming registered as a holder of Placing Shares, each
Placee acknowledges and agrees that the processing by the Company
and/or Stockdale of any personal data relating to it in the manner
described above is undertaken: (a) for the purposes of performance
of the contractual arrangements between them; and (b) to comply
with applicable legal obligations. In providing the Company and/or
Stockdale with information, each Placee hereby represents and
warrants to each of them that it has notified any data subject of
the processing of their personal data (including the details set
out above) by the Company and/or Stockdale and their respective
affiliates and group companies, in relation to the holding of, and
using, their personal data for the Purposes. Any individual whose
personal information is held or processed by a data controller has
the right: (a) to ask for a copy of their personal information
held; (b) to ask for any inaccuracies to be corrected or for their
personal information to be erased; (c) object to the ways in which
their information is used, and ask for their information to stop
being used or otherwise restricted; and (d) to ask for their
personal information to be sent to them or to a third party (as
permitted by law). A data subject seeking to enforce these rights
should contact the relevant data controller. Individuals also have
the right to complain to the UK Information Commissioner's Office
about how their personal information has been handled.
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
MSCQVLFLKLFFBBQ
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February 28, 2019 11:30 ET (16:30 GMT)
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