TIDMLWRF
RNS Number : 3056J
LightwaveRF PLC
16 August 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
16 August 2019
LightwaveRF plc
("LightwaveRF" or the "Company")
Placing and Subscription to raise a minimum of GBP1.3
million
and
Proposed Waiver of Rule 9 of the Takeover Code
LightwaveRF (AIM: LWRF.L), the leading smart homes solutions
provider, announces firm and conditional placings and
subscriptions.
Transaction Highlights
- Firm Placing and Firm Subscription to raise approximately
GBP1.1 million through the issue of 15,806,811 new Ordinary Shares,
in aggregate, to new and existing investors at 7 pence per
share
- Conditional Placing and Conditional Subscription to raise a
minimum of approximately GBP0.2 million through the issue of a
minimum of 2,764,617 new Ordinary Shares, in aggregate, to existing
investors at 7 pence per share subject to Shareholder approval
- The Placings are being conducted by way of an accelerated
bookbuild to raise gross proceeds of a minimum of GBP0.7 million,
in aggregate, with the bookbuild to commence immediately following
this announcement
- New Ordinary Shares to be issued at 7 pence per share which
represents a discount of 11.2 per cent. to the Closing Price of
7.88 pence on 15 August 2019
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 in due course. 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 GBP1.1 million before expenses, by way of a placing
of 10,000,000 new Ordinary Shares (the "Firm Placing Shares") and a
subscription of 5,806,811 new Ordinary Shares (the "Firm
Subscription Shares") at 7 pence per share (the "Issue Price"). In
addition, the Company announces that it proposes to raise, in
aggregate, up to approximately GBP0.2 million, before expenses, by
way of a conditional placing of up to 2,857,142 new Ordinary Shares
(the "Conditional Placing Shares") and a conditional subscription
to raise a minimum of approximately GBP0.2 million by the issue of
2,764,617 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 Issue Price represents a discount of 11.2 per cent. to the
Closing Price of 7.88 pence on 15 August 2019, the last trading day
prior to this announcement.
The Company is seeking to raise funds by way of the Fundraising
to continue to scale the business, expand sales and marketing,
execute on obligations in Europe and provide working capital. The
Board believes the additional funds will accelerate the Company
into becoming a significant, profitable Smart Home device and
technology player with leading technology, IP and patents. It will
also help build the LightwaveRF brand and allow the Company to
expand globally and exploit adjacent opportunities (for example,
B2B and data).
Following completion of the Fundraising, the Company confirms
that it will have sufficient working capital for its present
operational requirements. If the Fundraising is not successful, it
may give rise to a further funding requirement. In addition, the
Company is in advanced discussions with a third party regarding a
finance facility to fund stock holding and procurement of new stock
from LightwaveRF's partners. A further announcement will be made in
due course.
LightwaveRF has entered into a placing agreement (the "Placing
Agreement") with Shore Capital which is acting as broker in
relation to the Placing. Pursuant to the Placing Agreement, Shore
Capital 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 Placings are not
underwritten. Further details of the Placing Agreement can be found
in the terms and conditions of the Placings contained in the
Appendix to this announcement (which forms part of this
announcement).
The Placings are subject to the terms and conditions set out
below. Shore Capital will commence a bookbuilding process in
respect of the Placings (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 Firm Placing Shares
will be issued pursuant to the Company's existing share
authorities. However, the Conditional Placing Shares will be issued
pursuant to the new authorities to be granted at the General
Meeting which will be conditional on the passing of the
Resolutions.
The Company has applied for the Firm Placing Shares and the Firm
Subscription Shares to be admitted to trading on AIM and will apply
for the Conditional Placing Shares and Conditional Subscription
Shares to be admitted to trading on AIM. It is expected that First
Admission will take place and that trading in the Firm Placing
Shares and Firm Subscription Shares will commence at 8:00 a.m. on
20 August 2019 and that Second Admission will take place and that
trading in the Conditional Placing Shares and Conditional
Subscription Shares (other than the Deferred Settlement Shares)
will commence at 8:00 a.m. on the next Business Day following the
General Meeting.
The Company has agreed that settlement be deferred in respect of
1,428,571 new Ordinary Shares, forming part of the Conditional
Subscription. As a result, the Deferred Settlement Shares will be
allotted no later than 30 October 2019 and dealings in these shares
are expected to commence no later than 8.00 a.m. on 31 October
2019.
As part of the Placings, 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 not applied for advance assurance from HMRC
to authorise the Company to issue compliance certificates under
section 204(1) of the Income Tax Act 2007 in respect of the New
Ordinary Shares. The Company has not received any advance assurance
from HMRC as regards whether the New Ordinary Shares will be
eligible for EIS tax relief or 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
be, or 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. Consequently,
there is no guarantee that any of the New Ordinary Shares will
qualify for EIS relief or be a "qualifying holding" for the
purposes of investment by VCTs.
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 Shore Capital. However, the
Bookbuild is expected to close no later than 5.30 p.m. today.
Members of the public are not eligible to participate in the
Placings.
A further announcement will be made following the close of the
Bookbuild.
By choosing to participate in the Placings and by making a
verbal offer to acquire Ordinary Shares to be issued under the
Placings, 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.
Background to and reasons for the Fundraising
Since its fundraising earlier this year, the Company has
continued to make considerable progress on a number of fronts. In
June 2019, it received an order for EUR568,000 from its new
European distributor, Tech Data. The first order from Tech Data,
which was delivered at the end of June, is principally to supply
retailers in Germany and the Netherlands with LightwaveRF's new
European Smart range of hubs, dimmers and sockets. The Company
announced last month that it had signed an agreement with Google to
jointly market its LightwaveRF compatible smart speakers, making it
the first installed Smart Lighting manufacturer in the UK to offer
the convenience of voice-controlled lighting in one starter kit
purchase. The partnership also further reinforces LightwaveRF's
position as the brand that offers the most convenient and
affordable installed Smart Lighting solution available on the
market.
In conjunction with national certification and regulatory bodies
Certsure and NICEIC, LightwaveRF has recently developed the
LightwaveRF PRO training scheme. Over 300 electrical contractors
have already enrolled for this training, all of whom pay a fee to
attend the one-day course, after which they are fully conversant
with the installation and operation of LightwaveRF devices. The
feedback from the early training sessions held have been very
positive and a further 10 events are currently planned. LightwaveRF
has recently completed an integration program to enable its devices
to be operated through the Samsung SmartThings platform.
The Company's strong focus on revenue growth is continuing. The
improvements made to direct to consumer sales and distribution
partnerships in the second half of its year ended 30 September 2018
enabled the Company to more than double first half revenue and this
strong growth continues.
The Board believes that the Smart Home market is at an
inflection point which presents a unique opportunity for
LightwaveRF to establish itself as the UK's leading independent
Smart Home brand, to expand into Europe and leverage its
relationship with Apple into C2C (Corporate to Consumer) projects
and also with other major players such as Amazon, Google and
Resideo.
Current trading and prospects
In its interim results for the six months ended 31 March 2019,
the Company announced that during the period revenue more than
doubled to GBP2.50 million (2018: GBP1.13 million) being
approximately 90 per cent. of the revenue generated of GBP2.81
million for the whole of the year ended 30 September 2018
("FY2018"). Gross profit also doubled to GBP0.95 million (2018:
GBP0.46 million) exceeding the GBP0.83 million achieved for the
whole of FY2018 despite slightly lower margins of 37.9 per cent.
(2018: 40.6 per cent.) from the decision to reduce stocks of the
Connect Series range. Although gross margin was held back by this,
encouragingly it was above the underlying 35.3 per cent. for
FY2018.
On 15 July 2019, the Company announced a trading update for the
three months ended 30 June 2019, being the third quarter of its
financial year ending 30 September 2019. Revenue in the quarter
increased by 67 per cent. to GBP1.27 million compared with the same
period last year (Q3 2018: GBP0.76 million), whilst revenue for the
first three quarters of the financial year increased by 98 per
cent. to GBP3.77 million (2018: GBP1.90 million).
Concert Party
On 1 March 2019, the Company posted a circular to its
shareholders, which set out, inter alia, details of the Concert
Party. The Concert Party comprises Committed Capital Financial
Services Limited, Committed Capital Limited, Steven Harris, Timothy
Steel, Mark Blandford, Judy Welch and Else Thomson, all of whom are
presumed to be acting in concert under the Takeover Code.
The Concert Party has agreed to subscribe for, in aggregate,
5,806,811 new Ordinary Shares under the Firm Subscription and
2,764,617 new Ordinary Shares under the Conditional Subscription.
Consequently, on completion of the Fundraising, the Concert Party
will hold, in aggregate, 47,153,454 Ordinary Shares, representing
approximately 38.16 per cent. of the Enlarged Share Capital. In
this instance, the Concert Party's acquisition of any 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 Company has applied to the Panel for a waiver of Rule 9 of
the Takeover Code in order to permit the Conditional Subscription
by the Concert Party 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 has been made for the Firm Placing Shares and the
Firm Subscription Shares to be admitted to trading on AIM and
application will be made for the Conditional Placing Shares and the
Conditional Subscription Shares to be admitted to trading on AIM.
Dealings in the Firm Placing Shares and the Firm Subscription
Shares are expected to commence at 8.00 a.m. on 20 August 2019. The
Firm Placing Shares and the Firm Subscription Shares, when issued,
will rank pari passu with the Existing Ordinary Shares. Subject to
the passing of the Resolutions, dealings in the Conditional Placing
Shares and the Conditional Subscription Shares (other than the
Deferred Settlement Shares) are expected to commence at 8.00 a.m.
the next Business Day following the date of the General Meeting.
The admission of the Deferred Settlement Shares to trading on AIM
is expected, and dealings in the Deferred Settlement Shares are
expected to commence, no later than 8.00 a.m. on 31 October 2019.
The Conditional Placing Shares and the Conditional Subscription
Shares, when issued, will rank pari passu with the Existing
Ordinary Shares, the Firm Placing Shares and the Firm Subscription
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 Fundraising 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
Shore Capital
Tom Griffiths / David Coaten +44 (0) 20 7408 4050
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 LightwaveRF 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
Shore Capital, 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 Placings and is not acting for any
other persons in relation to the Placings. Shore Capital 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 Shore Capital, 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 Shore Capital 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 Shore
Capital 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.
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 Conditional Placing Shares
Admission" and Conditional Subscription Shares (other
than the Deferred Settlement Shares) to
trading on AIM in accordance with the AIM
Rules
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange
"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
"Certsure" Certsure LLP, a limited liability partnership
registered in England and Wales with number
OC379918
"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 Financial Services
Limited, Committed Capital Limited, Steven
Harris, Timothy Steel, Mark Blandford, Judy
Welch and Else Thomson
"Conditional Placing" the conditional placing by the Company of
the Conditional Placing Shares with certain
institutional and other investors pursuant
to the Placing Agreement
"Conditional Placing up to 2,857,142 new Ordinary Shares the
Shares" subject of the Conditional Placing
"Conditional Subscription" the conditional subscription by Committed
Capital for the Conditional Subscription
Shares
"Conditional Subscription a minimum of 2,764,617 new Ordinary Shares
Shares" the subject of 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 1,428,571 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 in due course 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)
"Enlarged Share Capital" the issued share capital of LightwaveRF
immediately following Admission (and the
admission to trading on AIM of the Deferred
Settlement Shares)
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the Ordinary Shares in issue at the date
Shares" 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 detailed in this announcement
"Firm Placing Shares" 10,000,000 new Ordinary Shares issued pursuant
to the Firm Placing
"Firm Subscription" the firm subscription by certain institutional
and other investors for the Firm Subscription
Shares as detailed in this announcement
"Firm Subscription 5,806,811 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
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"Fundraising" together the Placings, the Firm Subscription
and the Conditional Subscription
"General Meeting" the general meeting of the Company to approve
the Resolutions, notice of which will be
set out in the Circular
"Group" the Company and its subsidiaries
"HMRC" Her Majesty's Revenue and Customs
"Investment Company the US Investment Company Act of 1940
Act"
"ISIN" International Securities Identification
Number
"Issue Price" 7 pence per new Ordinary Share
"Japan" Japan, its cities, prefectures, territories
and possessions
"London Stock Exchange" London Stock Exchange plc
"NICEIC" National Inspection Council for Electrical
Installation Contracting, a trading brand
of Certsure
"New Ordinary Shares" together the Firm Placing Shares, the Firm
Subscription Shares, the Conditional Placing
Shares and the Conditional Subscription
Shares
"Notice of General the notice of General Meeting which will
Meeting" be set out at the end of the Circular
"Ordinary Shares" ordinary shares of 5 pence each in the capital
of the Company
"Panel" the Panel on Takeovers and Mergers
"Placees" subscribers for the Firm Placing Shares
and/or the Conditional Placing Shares
"Placing Agreement" the placing agreement entered into between
the Company and Shore Capital dated 16 August
2019
"Placing Shares" the Firm Placing Shares and the Conditional
Placing Shares
"Placings" together the Firm Placing and the Conditional
Placing
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General
Meeting
"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
"Shore Capital" Shore Capital and Corporate Limited (the
Company's nominated adviser) and/or Shore
Capital Stockbrokers Limited (the Company's
broker), as the context requires
"Takeover Code" the City Code on Takeovers and Mergers,
as amended from time to time
"Transactions" together the Firm Placing, the Firm Subscription,
the Conditional Placing, the Conditional
Subscription 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
"VCT" a Venture Capital Trust under Part 6 of
the Income Tax Act 2007
APPIX - TERMS AND CONDITIONS OF THE PLACINGS
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACINGS
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
PLACINGS. 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, SHORE CAPITAL AND
CORPORATE LIMITED AND SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE
CAPITAL") HAVE 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 PLACINGS. IN ALL
CIRCUMSTANCES, SHORE CAPITAL 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, Shore Capital 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 Placings 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 Placings (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
Placings:
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 Placings 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 Shore Capital 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 Placings or the
Placing Shares.
Each Placee, by participating in the Placings, 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 Shore
Capital, the Company or any other person and none of Shore Capital,
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 Placings 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 Placings. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Shore Capital 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, Shore Capital, 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 Placings 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 Shore Capital.
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
The Company has applied for the Firm Placing Shares and the Firm
Subscription Shares to be admitted to trading on AIM and will apply
for the Conditional Placing Shares and Conditional Subscription
Shares to be admitted 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 20 August 2019 and
that dealings in the Firm Placing Shares on AIM will commence at
the same time. Subject to the passing of the Resolutions, it is
expected that Admission (in respect of the Conditional Placing
Shares) will take place at 8.00 a.m. on the next Business Day
following the General Meeting and that dealings in the Conditional
Placing Shares on AIM will commence at the same time.
Principal terms of the Placings
1. Shore Capital is acting as nominated adviser and broker to
the Company, and as agent for and on behalf of the Company. Shore
Capital 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 Placings will only be available to
persons who may lawfully be, and are, invited by Shore Capital to
participate. Shore Capital and any of its affiliates are entitled
to participate in the Placings as principals.
3. The price per Placing Share will be payable by all Placees to
Shore Capital (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 Shore Capital 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 Placings.
4. Each Placee's allocation is determined by Shore Capital in
its discretion and has been or will be confirmed orally by Shore
Capital 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 Shore Capital 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
Shore Capital'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 Shore Capital.
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 Shore Capital (as agent for the
Company), to pay to Shore Capital (or as Shore Capital 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 Placings 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 Shore Capital under the Placings will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placings" and to the Placings not being
terminated on the basis referred to below under "Termination of the
Placings".
9. By participating in the Placings, each Placee will agree that
its rights and obligations in respect of the Placings 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) Shore Capital, (b) any of its affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a), any person connected with Shore Capital as
defined in FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Shore Capital) or (d) any person
acting on Shore Capital'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 Shore Capital 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 Placings or of such alternative method of effecting
the Placings as Shore Capital and the Company may agree.
Further details regarding EIS and VCT status
The Company has not applied for 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. Consequently,
there is no guarantee that any of the New Ordinary Shares will
qualify for EIS relief or be a "qualifying holding" for the
purposes of investment by VCTs.
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 Shore Capital for the Company and Shore
Capital 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 Shore Capital'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 Placings, 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 Shore Capital 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 20 August 2019 in CREST in accordance
with the instructions set out in the conditional trade
confirmation. Settlement will be through Shore Capital against
CREST ID: 601 (as applicable).
It is expected that settlement with regard to the Conditional
Placing Shares will take place on the next Business Day following
the General Meeting in CREST in accordance with the instructions
set out in the conditional trade confirmation. Settlement will be
through Shore Capital against CREST ID: 601 (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 Shore Capital.
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
Shore Capital 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 Placings 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 Shore Capital in the event that the
Company or Shore Capital 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 Shore Capital
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 Placings
The Firm Placing is conditional upon the Placing Agreement
becoming unconditional as regards the Firm Placing and not having
been terminated in accordance with its terms.
The obligations of Shore Capital 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 Shore Capital (acting
reasonably) considers to be material and adverse in the context of
the Placings;
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
20 August 2019 (or such later date as the Company and Shore Capital
may agree in writing, in any event being not later than the first
long stop date being 30 August 2019),
(all conditions in connection with the Firm Placing being
together, the "Firm Placing Conditions").
Conditions of the Conditional Placings
The obligations of Shore Capital under the Conditional 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 Second
Admission, which individually or collectively Shore Capital (acting
reasonably) considers to be material and adverse in the context of
the Placings;
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 Rule 9 Waiver being granted by the Panel;
d) the passing without amendment (or with such amendments as
Shore Capital may agree) of the Resolutions at the General Meeting
(or such later date as Shore Capital may agree);
e) the Company issuing and allotting the Conditional Placing
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 on the next Business Day
following the General Meeting (or such later date as the Company
and Shore Capital may agree in writing, in any event being not
later than the second long-stop date, being 31 October 2019), (all
conditions in connection with the Conditional Placing, the
"Conditional Placing Conditions").
Termination of the Placings
Shore Capital 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 Shore Capital 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 Shore Capital 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 Placings, 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 Shore
Capital, in its absolute discretion and Shore Capital 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 Shore Capital, 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 Placings generally, and by
participating in the Placings, each Placee agrees that any such
decision is within the absolute discretion of Shore Capital.
Shore Capital 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 Shore Capital 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 Shore Capital 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 Shore Capital acting reasonably
considers to be material and adverse in the context of the
Placings.
Shore Capital 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 Placings,
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 Shore Capital 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 Placings 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 Placings, each Placee agrees with the
Company and Shore Capital that the exercise by the Company or Shore
Capital 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 Shore Capital and that neither the
Company nor Shore Capital need make any reference to such Placee
and that neither Shore Capital, 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 Placings, 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 Shore Capital of a Form of
Confirmation confirming each Placee's allocation and commitment in
the Placings.
Representations, warranties and further terms
By participating in the Placings, 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 Shore Capital 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 Placings,
the Company, the Placing Shares or otherwise;
2. it has not received a prospectus or other offering document
in connection with the Placings 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 Placings;
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
Placings and neither Shore Capital, 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 Shore
Capital, 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 Shore
Capital nor any person acting on behalf of Shore Capital 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 Shore Capital, 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 Placings 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
Placings 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 Placings;
8. it has not relied on any investigation that Shore Capital,
the Company or any person acting on their behalf may have conducted
with respect to the Company, the Placings 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 Shore Capital, 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 Placings 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
Placings 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 Placings, 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 Shore Capital, 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 Placings and that participation in the Placings
is on the basis that it is not and will not be a client of Shore
Capital and Shore Capital has no duties or responsibilities to it
for providing the protections afforded to its clients or for
providing advice in relation to the Placings 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 Shore Capital 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 Shore Capital 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,
Shore Capital 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 Shore Capital 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 Placings and agrees to
pay the Company and Shore Capital 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 Shore Capital or
transferred to a CREST stock account of Shore Capital 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 Placings
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
Shore Capital for the performance of all its obligations as a
Placee in respect of the Placings (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
Placings 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 Placings 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 Shore Capital 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 Placings;
29.4. neither Shore Capital 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
Placings 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 Shore Capital, the Company nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of Shore Capital, 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 Placings nor providing advice in relation to the Placings
nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings or indemnities contained
in the Placing Agreement nor the exercise or performance of Shore
Capital'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 Shore Capital 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, Shore Capital will not make any
public disclosure in relation to such transactions;
29.7. Shore Capital 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
Placings 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 Shore Capital and/or any of
its affiliates, acting as an investor for its or their own
account(s). Neither Shore Capital 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, Shore Capital (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 Shore Capital or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Shore Capital'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 Shore Capital or the
Company's registrars, as the case may be. If within a reasonable
time after a request for verification of identity Shore Capital
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Shore
Capital and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placings, 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 Placings and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Shore
Capital's conduct of the Placings;
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 Placings. 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 Placings,
including the merits and risks involved;
29.13. it irrevocably appoints any duly authorised officer of
Shore Capital 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, Shore Capital 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 Shore Capital 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 Placings will be sent at its risk and may be sent to it at any
address provided by it to Shore Capital;
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 Placings 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 Shore Capital 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 Placings, each Placee (and any
person acting on such Placee's behalf) agrees to indemnify and hold
the Company, Shore Capital 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 Shore Capital, 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 Placings. 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 Shore Capital
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 Shore Capital 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 Placings 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 Shore Capital in the event that the Company and/or Shore
Capital 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 Shore
Capital for itself and on behalf of the Company and are
irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Shore Capital 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 Shore Capital 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 Shore Capital, any money held in an account with Shore
Capital 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 Shore Capital'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 Placings
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 Shore Capital 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 Shore Capital 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 Shore
Capital 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 Shore Capital'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 Shore Capital 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 Shore Capital 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 Shore Capital 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
IOEPFMFTMBIBMFL
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