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RNS Number : 1525R
Marlowe PLC
26 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA (SAVE TO PROFESSIONAL INVESTORS
AND SOPHISTICATED INVESTORS), JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE
"ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
26 June 2020
Marlowe plc
Acquisition of Elogbooks
Proposed Placing to raise a minimum of GBP35 million by way of
an accelerated bookbuild
Trading statement for the year ended 31 March 2020
Marlowe plc ("Marlowe" or the "Group"), the specialist services
group focused on developing companies which assure safety and
regulatory compliance, announces that it has entered into a
conditional agreement to acquire, inter alia, Elogbooks Facilities
Management Limited and Elogbooks Facilities Services Limited
(together with their subsidiaries, "Elogbooks") for an initial
consideration of GBP7.35 million on a cash-free, debt-free basis
(the "Acquisition"). In addition, the Group provides a trading
statement for the year ended 31 March 2020.
Summary:
-- Acquisition of Elogbooks, a leading provider of contractor
management software and services, for an enterprise value of up to
GBP14.05 million. The acquisition represents the next step in
Marlowe's strategy to deliver integrated technology and services to
enhance the compliance, safety & upkeep of our clients'
premises
-- Placing, by way of an accelerated bookbuild, expected to
raise a minimum of GBP35 million to fund the acquisition and
provide resources to accelerate the Group's acquisition-led
strategy amidst a favourable M&A climate
-- Unaudited results for year ended 31 March 2020 (FY20):
o Adjusted EBITDA(2) up 51% to GBP16.6 million
o Adjusted profit before tax(2) up 52% to GBP13.6 million
o Adjusted earnings per share(2) up 30% to 24.3p
o Organic revenue growth accelerated to 7.0% (FY2019: 4.5%)
o 8 acquisitions during FY20
Alex Dacre, Chief Executive of Marlowe plc, said:
" The acquisition of Elogbooks is the next step in our strategy
to deliver integrated technology and services to enhance the
compliance, safety and upkeep of our clients' premises. Alongside
Meridian, our existing software platform, the addition of Elogbooks
will position us to offer our clients a complete technology-enabled
contractor management, compliance and health & safety solution.
The acquisition significantly expands the Group's digital
capabilities and service offering in providing our clients with
visibility and control over their service providers' performance
and compliance. We see considerable scope to deploy Elogbooks'
system and technology across our existing businesses to further
enhance the health, safety and compliance of our customers and look
forward to the attractive returns that this acquisition will
generate for Marlowe's shareholders.
"In addition, we are pleased to report another strong financial
performance in FY20 and a year of substantial progress in
developing the scale and breadth of our Group through accelerating
organic growth, significant M&A, further margin enhancement and
good underlying cash generation . Marlowe has further strengthened
its position as the UK leader in specialist services which assure
safety and regulatory compliance. Our Group is uniquely positioned
in the UK to provide our customers with a comprehensive one-stop
approach to their health, safety and regulatory compliance needs;
from assurance, consultancy, and software, through to the full
implementation of their recurring testing, inspection and
compliance requirements.
"Marlowe's defensive qualities, strong channel to market,
organic growth momentum and track record of accelerating growth
through targeted M&A strongly position us to continue to gain
further market share across all our business streams and to create
sustainable shareholder value."
The Acquisition
Founded in 2010 and headquartered in Cambridge, Elogbooks is a
leading provider of contractor management software and services.
The Elogbooks platform helps organisations to manage the upkeep of
their facilities, mitigate risk, assess the performance of service
providers and gain total visibility of service, maintenance and
compliance activities across their properties.
Working across all multi-site property sectors, Elogbooks'
software is a market leader in the property management sector and
provides oversight of approximately 20,000 properties and has more
than 10,000 active users per week. For the year ended 31 December
2019, Elogbooks generated adjusted EBITDA of GBP1.3 million on
revenues of GBP4.4 million. Organic revenue CAGR from 2017 to 2019
was in excess of 20%.
The Acquisition broadens the Group's digital proposition and
further embeds Marlowe services with UK property managers and
businesses, allowing these organisations to keep their premises
maintained and fully compliant. The Acquisition provides strong
synergies with Marlowe's Meridian risk management compliance
software and increases Marlowe's software subscription revenue base
whilst enabling Marlowe to work with clients across the software
lifecycle from contractor and facility management through to
ensuring the health and safety of those facilities. Accounting for
the initial cash consideration, the Acquisition is expected to be
earnings enhancing in the year ending 31 March 2021. The total
enterprise value of up to GBP14.05 million includes an earnout of
up to GBP4.9 million and management rollover of GBP1.8 million.
Proposed Placing
The Group also announces a proposed conditional placing to raise
minimum gross proceeds of GBP35 million through the issue of new
ordinary shares of 50 pence each (the "Placing Shares") at 478
pence per share (the "Placing Price") to new and existing investors
(the "Placing").
The Placing will be conducted by way of an accelerated bookbuild
process which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in the Appendix to this Announcement. Cenkos and Berenberg are
acting as lead bookrunners in connection with the Placing, and
Stifel is acting as bookrunner.
Trading statement for the year ended 31 March 2020(1)
Further to the Company's announcement dated 12 May 2020, Marlowe
continued to make strong progress in the year ended 31 March 2020,
with substantial revenue and profit growth. Revenue for the
financial year grew 44% to GBP185.4 million (2019: GBP128.5
million) with organic growth accelerating to 7% (2019: 4.5%),
driven by a combination of strong new business sales, improved
customer retention and successes with the Group's cross-selling
strategy.
Following the divestment of non-core air quality activities in
March 2020, 12-month run-rate revenues are approximately GBP200
million, and 78% of Group revenues are recurring in nature. The
proportion of clients taking multiple services from the Group
increased to 23% of revenues (2019: 20%).
The Board expects to report adjusted EBITDA(2) of GBP16.6
million for the year ended 31 March 2020 (excluding the effects of
the adoption of IFRS 16), representing growth of 51% over the prior
year and demonstrating good margin expansion. Adjusted profit
before tax(2) increased 53% to GBP13.6 million (2019: GBP8.9
million) and adjusted basic earnings per share(2) increased 30% to
24.3 pence per share (2019: 18.8 pence per share).
The Group's financial position is robust. Net debt(2) at 31
March 2020 was GBP32.3 million.
The Group completed eight acquisitions in the year, deepening
its presence in existing markets and broadening our safety and
compliance capabilities into both HR and employment law compliance
and occupational health. The integration of Clearwater, acquired in
May 2019, made strong progress during the year, with synergies
delivered in line with plan. The Group's digital strategy also saw
significant progress, with further development and
commercialisation of the Meridian compliance software product, and
with improvements in back-office technology driving efficiencies in
service delivery.
The Group's pipeline of earnings-enhancing acquisition
opportunities remains strong. We see a number of well-developed
opportunities to accelerate consolidation in our markets in the
near-term.
Marlowe intends to publish its results for the financial year
ended 31 March 2020 in early July.
COVID-19 Update
As stated in our update of 12 May 2020, COVID-19 has resulted in
some impact on our operations where staff were
unable to gain access to certain client sites in order to complete contracted work. Given the non-discretionary nature of our services - and the key worker designation of Marlowe's field staff under UK Government guidance - we have continued to operate effectively, whilst implementing enhanced employee safety protocols and taking cost reduction measures to mitigate the impact on profitability and optimise cash flow. G iven the regulations that govern the requirement for our services and ensure that our clients operate safely and compliantly, our business model is expected to demonstrate a good level of resilience. Since our last update, site access issues have continued to improve and we expect site access to return to pre-COVID levels during July and August.
Across the Group Marlowe has tailored its service offering in
response to COVID-19 to support our clients. The Group now provides
Return to Work audits and COVID-19 risk assessments to ensure
workplaces and other premises comply with the latest Government
guidance. In addition, we are delivering COVID-19 surface swab
testing and fever screening technology , and various COVID-19
focused occupational health and safety services.
The Group expects the crisis to lead to favourable structural
trends resulting in further focus being applied to the health,
safety, wellbeing & compliance markets that Marlowe occupies.
In addition, the Group sees an increased level of attractive
opportunities to consolidate its markets through further
acquisition to accelerate growth.
For further information:
Marlowe plc www.marloweplc.com
Alex Dacre, Chief Executive Tel: +44 (0) 203 841
6194
Mark Adams, Group Finance Director IR@marloweplc.com
Cenkos Securities plc - Nominated Adviser, Joint Broker &
Lead Bookrunner
Nicholas Wells Tel: +44 (0)20 7397
8900
Ben Jeynes
Harry Hargreaves
Joh. Berenberg, Gossler & Co. KG, London Branch - Joint Broker
& Lead Bookrunner
Mark Whitmore Tel: +44 (0)20 3207
Ben Wright 7800
Yudith Karunaratna
Stifel Nicolaus Europe Limited - Bookrunner
Matthew Blawat Tel: +44 (0)20 7710
7600
Francis North
FTI Consulting
Nick Hasell Tel: +44 (0)20 3727
1340
Alex Le May
About Marlowe plc
Marlowe is a UK leader in specialist services which assure
safety and regulatory compliance, whilst managing risk for
businesses across the country. The company was formed to create
sustainable shareholder value through the acquisition and
development of businesses that provide regulated inspection,
testing and compliance services. It is focused on health &
safety, employment law compliance, fire safety, security, water
treatment & hygiene, air quality and occupational health
services - all of which are vital to the wellbeing of its customers
operations and are invariably governed by regulation. Marlowe
currently provides services to over 15% of Britain's commercial
premises and is increasingly attractive to customers who require a
single outsourced, nationwide, provider of a comprehensive range of
regulated compliance and safety services. Our customers can be
found in most office complexes, high streets & leisure
facilities, manufacturing plants and industrial estates, and
include SMEs, local authorities, facilities management providers,
multi-site NHS trusts and FTSE 100 companies.
(1) Unaudited results for the year ended 31 March 2020
(2) Excluding the effects of the adoption of IFRS 16. Adjusted
results exclude separately disclosed acquisition and certain other
costs
About the Acquisition
Elogbooks is a software tool which allows users to schedule
compliance and maintenance activities and monitor them from start
to finish, providing a full picture of the state of contractor
activity, service delivery and the compliance of facilities. Its 4D
monitoring solution connects to physical assets in buildings to
feed back real-time compliance and building performance data.
For the year ended 31 December 2019, Elogbooks recorded adjusted
EBITDA of GBP1.3 million (2018: GBP0.8 million) on revenues of
GBP4.4 million (2018: GBP3.1 million). As at 31 May 2020, Elogbooks
had net assets of approximately GBP2.5 million.
Of the total enterprise value of up to GBP14.05 million, GBP7.35
million is payable in cash on completion, and shall be funded from
the net proceeds of the First Placing. Subject to the achievement
of certain EBITDA targets over a 2-year period, the earnout of up
to GBP4.9 million will be satisfied in cash. Key management will
remain with the business going forward and will retain 14% of the
shares in Elogbooks with a value of approximately GBP1.8 million,
which will be exercisable under a put and call option after 3
years. The Group has entered into shareholders agreements with
management in respect of their retained holdings to regulate the
governance of the relevant entities during the period prior to
exercise of the put and call option.
Elogbooks' Cambridge site will become Marlowe's digital hub
following completion of the Acquisition.
Details of the Proposed Placing
The Group is proposing to raise minimum gross proceeds of GBP35
million through the issue of the Placing Shares at the Placing
Price. In addition to funding the initial cash consideration of
GBP7.35 million for the Acquisition, the net proceeds of the
Placing (expected to be approximately GBP34 million) will be used
to fund further acquisitions as part of Marlowe's ongoing targeted
acquisition strategy
The Placing will be conducted by way of an accelerated bookbuild
process ("Bookbuild") which will be launched immediately following
this Announcement, in accordance with the terms and conditions set
out in the Appendix to this Announcement. Cenkos and Berenberg are
acting as lead bookrunners in connection with the Placing, and
Stifel is acting as bookrunner. The timing of the closing of the
Bookbuild, the final number and allocation of Placing Shares will
be determined at the discretion of the Group, Cenkos, Berenberg and
Stifel. The Placing is not underwritten.
The Bookrunners reserve the right, by agreement with the
Company, to increase the size of the Placing to accommodate
additional demand.
A further announcement will be made following closing of the
Placing, confirming the final details of the transaction.
The Placing Price represents a nil premium to the closing price
of 478 pence per Existing Ordinary Share on 25 June 2020.
Of the total Placing Shares, the issue of up to 4,410,430 new
ordinary shares ("First Placing Shares") is not subject to
shareholder approval.
The issue of further new ordinary shares pursuant to the Placing
("Second Placing Shares") is conditional, inter alia, on the
granting by shareholders of authorities to the Directors to
dis-apply the pre-emption rights contained within the Articles and
admission of the Second Placing Shares to trading on AIM becoming
effective. If Shareholders do not pass the Resolutions, the issue
of the Second Placing Shares will not proceed.
The issue of the First Placing Shares is not conditional on the
passing of the Resolutions or on the issue of the Second Placing
Shares.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Application will be made for the Placing Shares to be admitted
to trading on AIM, subject in the case of the Second Placing Shares
to the passing of the Resolutions at the General Meeting. It is
expected that Admission of the First Placing Shares will become
effective and that dealings in the First Placing Shares will
commence on AIM on 30 June 2020 and that Admission of the Second
Placing Shares will become effective and that dealings in
the Second Placing Shares will commence on AIM on 17 July 2020.
The Placing Shares will rank, on issue, pari passu in all
respects with the Existing Ordinary Shares and will be issued free
from all liens, charges and encumbrances.
Placing Agreement
On 26 June 2020, the Company, Cenkos, Berenberg and Stifel
entered into the Placing Agreement pursuant to which Cenkos,
Berenberg and Stifel agreed, subject to certain conditions, to use
their reasonable endeavours to procure subscribers for the Placing
Shares pursuant to the Placing. The obligations of the Bookrunners
under the Placing Agreement are conditional, inter alia, upon:
(i) the Acquisition Agreement not having lapsed, been terminated
or rescinded (or allegedly been terminated or rescinded) and having
been completed in accordance with its terms (excluding the
condition relating to Admission);
(ii) the Admission of the First Placing Shares occurring not
later than 30 June 2020 or such later time and/or date as the
Bookrunners and the Company may agree (but in any event not later
than 24 July 2020); and
(iii) after Admission of the First Placing Shares, the Admission
of the Second Placing Shares occurring not later than 17 July 2020
or such later time and/or date as the Bookrunners and the Company
may agree (but in any event not later than 24 July 2020).
Under the Placing Agreement, which may be terminated by Cenkos,
Berenberg and Stifel in certain circumstances prior to Admission,
the Company has given certain warranties and indemnities to Cenkos,
Berenberg and Stifel concerning, inter alia, the accuracy of the
information contained in this Announcement. The Placing is not
being underwritten.
Expected Timetable of Principal Events
2020
Announcement of the Acquisition and 7.00 a.m. on 26 June
Placing
Latest time for announcement of the 12 noon on 26 June
results of the Placing
Posting of the Circular and Form of 29 June
Proxy
First Admission and commencement of 8.00 a.m. on 30 June
dealings of the First Placing Shares
First Placing Shares credited to CREST 30 June
stock accounts
Despatch of definitive share certificates week commencing 6 July
for First Placing Shares
Latest time and date for receipt of 11.00 a.m. on 13 July
Forms of Proxy
General Meeting 11.00 a.m. on 15 July
Second Admission and commencement of 8.00 a.m. on 17 July
dealings of the Second Placing Shares
if the Resolutions being passed
Second Placing Shares credited to CREST 17 July
stock accounts, subject to the Resolutions
being passed
Despatch of definitive share certificates week commencing 20 July
for Second Placing Shares, subject
to the Resolutions being passed
Notes:
(i) References to times are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by the Group via an
announcement to an RIS.
(iii) The timing of the events in the above timetable are
indicative only.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Acquisition" the proposed acquisition by the Group
of the entire issued share capital of
the Targets, as described in the Circular
"Acquisition Agreement" the share purchase agreement dated 25
June 2020 relating to the Acquisition
"Admission" together First Admission and Second Admission
"AIM" AIM, a market operated by the London
Stock Exchange
"AIM Rules" the AIM rules for companies published
by London Stock Exchange
"Announcement" this announcement including the Appendix
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London
Branch, a Kommanditgesellschaft (a German
form of limited partnership) established
under the laws of the Federal Republic
of Germany registered with the Commercial
Register at the Local Court of the City
of Hamburg under registration number
HRA 42659
"Bookbuilding Process" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Bookrunners" Cenkos, Berenberg and Stifel
"Bookrunner Affiliate" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Business Day" a day (other than a Saturday or Sunday)
on which commercial banks are open for
general business in London, England
"Cenkos" Cenkos Securities plc (registered number
05210733)
"Circular" the circular expected to be posted to
shareholders on 29 June 2020 which for
the avoidance of doubt does not comprise
a prospectus (under the Prospectus Regulation)
or an admission document (under the AIM
Rules)
"Group" or "Marlowe" Marlowe plc (registered number 09952391)
or "Company"
"Company Affiliate" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Completion" completion of the Acquisition, pursuant
to the Acquisition Agreement
"Conditions" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"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)
"Directors" or "Board" the directors of the Group whose names
appear on page 3 of the Circular
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary Shares" the Ordinary Shares in issue at the date
of the Circular
"FCA" the Financial Conduct Authority of the
UK
"First Admission" admission of First Placing Shares to
trading on AIM becoming effective in
accordance with the AIM Rules which is
expected to occur at 8.00 a.m. on 30
June 2020
"First Placing" the placing of the First Placing Shares
at the Placing Price pursuant to the
Placing Agreement
"First Placing Shares" the 4,410,430 new Ordinary Shares issued
by Marlowe at the Placing Price as part
of the Placing pursuant to the then existing
allotment authority
"Form of Proxy" the form of proxy accompanying the Circular
for use at the General Meeting
"FPO" Financial Services and Markets Act 2000
(Financial Promotion) Order 2005
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"General Meeting" the general meeting of the Group as described
in the Circular, notice of which is set
out at the end of the Circular
"HSBC" HSBC UK Bank plc
"Investor" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Listing Rules" the Listing Rules of the Financial Conduct
Authority made in accordance with section
73A(2) of FSMA
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations the Proceeds of Crime Act 2002 (as amended),
2017" the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information
on the Payer) Regulations 2017
"Ordinary Shares" ordinary shares of 50 pence each in the
capital of Marlowe
"Placees" those persons who have conditionally
agreed to subscribe for the Placing Shares
under the Placing
"Placing" the proposed conditional issue and allotment
at the Issue PricePlacing Price of the
Placing Shares to the Placees as described
in the Circular
"Placing Agreement" the conditional agreement dated 26 June
2020 and made between Cenkos, Berenberg,
Stifel and the Group in relation to the
Placing, further details of which are
set out in the letter from the Chief
Executive of Marlowe set out in the Circular
"Placing Price" 478 pence per Placing Share
"Placing Shares" the First Placing Shares and the Second
Placing Shares to be issued by Marlowe
pursuant to the Placing
"Prospectus Regulation" Regulation (EU) 2017/1129
"Registrars" the registrars of the Company, being
Link Market Services Limited (registered
number 02605568)
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the notice
of General Meeting at the end of the
Circular
"Restricted Jurisdiction" each of United States, Canada, Australia,
Japan or the Republic of South Africa,
or any other jurisdiction where to do
so might constitute a violation of the
relevant laws or regulations of such
jurisdiction
"RIS" a regulatory information service as defined
by the Listing Rules
"Second Admission" admission of Second Placing Shares to
trading on AIM becoming effective in
accordance with the AIM Rules which is
expected to occur at 8.00 a.m. on 17
July 2020
"Second Placing Shares" the further new Ordinary Shares to be
issued by Marlowe at the Placing Price,
conditional on, inter alia, the passing
of the Resolutions
"Securities Act" United States Securities Act of 1933,
as amended
"Shareholders" holders of Ordinary Shares
"Stifel" Stifel Nicolaus Europe Limited (registered
number: 03719559)
"Targets" Elogbooks Facilities Management Limited
(Company number: 07259147) and Elogbooks
Holdings Ltd (Company number: 10234354)
and certain shares in 4D Monitoring Limited
(Company number: 09839120)
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia (save to professional investors and sophisticated
investors), Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or the Bookrunners or
any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), (b) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (c) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this announcement, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by the Bookrunners
or any other person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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 Group.
Cenkos and Stifel, each of which are authorised and regulated in
the United Kingdom by the FCA, and Berenberg, which is authorised
and regulated by the Federal Financial Supervisory Authority in
Germany and subject to limited regulation in the UK by the
Financial Conduct Authority, are acting for the Company and for no
one else in connection with the Placing and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Cenkos, Stifel and Berenberg or for
providing advice in relation to the Placing, or any other matters
referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cenkos,
Stifel or Berenberg or by their affiliates or their respective
agents, directors, officers and employees 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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market, Assessment, Cenkos, Stifel
and Berenberg are only procuring 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 of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN
ARTICLE 2 (E) OF THE REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "FPO") OR FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA") OR (C) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY
ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO,
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT
PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing, unless otherwise
specifically agreed. Each person to whom these conditions apply, as
described above, who confirms his agreement to any of the
Bookrunners (whether orally or in writing) to acquire Placing
Shares under the Placing (an "Investor") hereby agrees with the
Bookrunners and the Company to be bound by the contract note issued
by the relevant Bookrunner to such Investor and these terms and
conditions, unless otherwise specifically agreed, being the terms
and conditions upon which Placing Shares will be sold under the
Placing. An Investor shall, without limitation, become so bound
when a Bookrunner confirms to such Investor its allocation of
Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to them at the Placing Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
The Bookrunners reserve the right, by agreement with the
Company, to increase the size of the Placing to accommodate
additional demand.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that First Admission will take
place and dealings in the First Placing Shares will commence on AIM
on or around 8.00 a.m. on 30 June 2020 and that Second Admission of
the Second Placing Shares will become effective and that dealings
in the Second Placing Shares will commence on AIM on 17 July
2020.
(c) Bookbuilding Process
Commencing today, the Bookrunners will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Bookrunners.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing at the Placing
Price.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 10.00 a.m. on 26 June
2020 , but may be closed at such earlier or later time as the
Bookrunners may, in their absolute discretion (after consultation
with the Company), determine. A further announcement will be made
following the close of the Bookbuilding Process detailing the
number of Placing Shares to be subscribed for by the Placees at the
Placing Price.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at either Cenkos, Berenberg of Stifel. Each bid should state the
number of Placing Shares that the prospective Placee wishes to
subscribe for at the Placing Price. If successful, the relevant
Bookrunner will re-contact and confirm orally to Placees following
the close of the Bookbuilding Process the size of their respective
allocations and a trade confirmation will be despatched as soon as
possible thereafter. A Bookrunner's confirmation (either oral or
written) of the size of allocations will constitute an irrevocable
legally binding agreement in favour of the Company and the relevant
Bookrunner pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the
Placing Price and otherwise on the terms and subject to the
conditions set out herein and in accordance with the Company's
articles of association. Each Placee's allocation and commitment
will be evidenced by a trade confirmation issued by the relevant
Bookrunner to such Placee. The terms of this Appendix will be
deemed incorporated in that trade confirmation.
The Bookrunners reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Bookrunners also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Bookrunners.
Each Placee's obligations will be owed to the Company and to the
relevant Bookrunner. Following the oral confirmation referred to
above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
relevant Bookrunner, as agent of the Company, to pay to the
relevant Bookrunner (or as the relevant Bookrunner may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the
Bookrunners, any subsidiary of the Bookrunners, any branch,
affiliate or associated undertaking of the Bookrunners or any such
subsidiary, nor any of their respective directors, officers,
employees, agents or advisers (each a "Bookrunner Affiliate") nor
any person acting on their behalf shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Bookrunners, any
Bookrunner Affiliate nor any person acting on their behalf shall
have any liability (including, to the extent legally permissible,
any fiduciary duties), in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the
Placing as the Bookrunners may determine.
All obligations of the Bookrunners under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunners under the Placing Agreement
are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Acquisition Agreement not having lapsed, been
terminated or rescinded (or allegedly been terminated or rescinded)
and having been completed in accordance with its terms (excluding
the condition relating to Admission);
(iii) the Admission of the First Placing Shares occurring not
later than on 30 June 2020, or such later time and/or date as the
Bookrunners and the Company may agree (but in any event not later
than on 24 July 2020) ;
(iv) after Admission of the First Placing Shares, the Admission
of the Second Placing Shares occurring not later than on 17 July
2020 or such later time and/or date as the Bookrunners and the
Company may agree (but in any event not later than on 24 July 2020)
;
(v) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at each Admission;
(vi) there not having arisen or occurred before either Admission
any matter, fact, circumstance or event, such that in the opinion
of any of the Bookrunners, a supplementary circular or announcement
is required to be made unless a supplementary document has been
published or an announcement has been released to a RIS;
(vii) the Company having complied with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
each Admission; and
(viii) in respect of the Second Placing Shares, the Resolutions being passed.
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Bookrunners), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof.
Admission of the First Placing Shares is not conditional upon
the passing of the Resolutions at the General Meeting or Admission
of the Second Placing Shares having occurred.
Neither of the Bookrunners, any Bookrunner Affiliate, the
Company, nor any subsidiary of the Company, nor any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a "Company
Affiliate") 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 it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that the
Bookrunner's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Each Bookrunner has the right to terminate the Placing Agreement
in certain circumstances prior to either Admission, in particular,
where any warranty was, when given, untrue, inaccurate or
misleading, or where any warranty is not, or has ceased to be,
true, accurate or not misleading (or would not be true, accurate or
not misleading if then repeated) by reference to the facts
subsisting at the relevant time, where the Company has failed to
comply with certain of its obligations under the Placing Agreement,
or upon the occurrence of a force majeure event or a material
adverse change in the financial or trading position or prospects of
any member of the Group .
By participating in the Placing, each Placee agrees with its
respective Bookrunner that the exercise by the Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the
Bookrunners and that the Bookrunners need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, the Bookrunners, any
Bookrunner Affiliate nor any Company Affiliate shall have any
liability whatsoever to the Placees in connection with any such
exercise or failure to so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Bookrunners and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Bookrunners (other than the amount of the relevant
Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any Bookrunner
Affiliate, any persons acting on its or their behalf or the Company
or any Company Affiliate and neither the Bookrunners, any
Bookrunner Affiliate, nor any persons acting on their behalf, the
Company, any Company Affiliate nor any persons acting on their
behalf will be liable for the decision of any Placee to participate
in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges to and agrees with its respective Bookrunner,
for itself and as agent for the Company that (except for, in
relation to the Company, the information contained in this
Announcement) it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following each
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
The Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as
they may deem necessary, including, without limitation, if delivery
or settlement is not possible or practicable within the CREST
system within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
The expected timetable for settlement will be as follows:
First Placing Shares
Trade Date on 26 June 2020
Settlement Date on 30 June 2020
----------------
ISIN Code GB00BD8SLV43
----------------
SEDOL BD8SLV4
----------------
Deadline for input instruction on 26 June 2020
into CREST
----------------
Second Placing Shares
Trade Date on 15 July 2020
Settlement Date on 17 July 2020
----------------
ISIN Code GB00BD8SLV43
----------------
SEDOL BD8SLV4
----------------
Deadline for input instruction on 15 July 2020
into CREST
----------------
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the relevant Bookrunner and settlement instructions. Placees
should settle against the CREST ID provided to them by either
Cenkos, Stifel or Berenberg. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Cenkos, Berenberg or Stifel, as
applicable.
It is expected that settlement will take place on the relevant
Settlement Dates shown above on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation
unless otherwise notified by the Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Bookrunner may sell any or all of
the Placing Shares allocated to the Placee on such Placee's behalf
and retain from the proceeds, for the relevant Bookrunner's own
account and profit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it 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.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) First Admission and Second Admission
occurring and becoming effective by 8.00 a.m. (London time) on 30
June 2020 and 17 July 2020 respectively (or such later time and/or
date as the Company and the Bookrunners may agree) and on the
Placing Agreement being otherwise unconditional in all respects and
not having been terminated in accordance with its terms on or
before Admission; and (ii) the confirmation mentioned under
paragraph (a) above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Placing Price.
The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described
above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner as shall be
directed by the relevant Bookrunner. In the event of any failure by
an Investor to pay as so directed, the relevant Investor shall be
deemed hereby to have appointed the relevant Bookrunner or its
nominee to sell (in one or more transactions) any or all of the
Placing Shares in respect of which payment has not been made as so
directed and to have agreed to indemnify on demand that relevant
Bookrunner in respect of any liability for stamp duty and/or stamp
duty reserve tax arising in respect of any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising any of the
Bookrunners to notify an Investor's name to the Registrars, is
deemed to acknowledge, agree, undertake, represent and warrant to
each Bookrunner, the Registrars and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Investor agrees that these terms and conditions and the contract
note issued by either Cenkos, Berenberg or Stifel to such Investor
represent the whole and only agreement between the Investor, the
relevant Bookrunner and the Company in relation to the Investor's
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied
(by law or otherwise) shall not form part of these terms and
conditions. Such Investor agrees that none of the Company, the
Bookrunners nor any of their respective officers or directors will
have any liability for any such other information or representation
and irrevocably and unconditionally waives any rights it may have
in respect of any such other information or representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Bookrunners, nor any person affiliated with the Bookrunners or
acting on their behalf is responsible for or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by an Investor to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise;
(iii) the Investor has not relied on the Bookrunners or any
person affiliated with the Bookrunners in connection with any
investigation of the accuracy of any information contained in this
Announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
hereof or other information or representation concerning the Group,
the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor the Bookrunners nor their respective
officers, directors or employees will have any liability for any
such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(v) none of the Bookrunners are making any recommendations to
Investors or advising any of them regarding the suitability or
merits of any transaction they may enter into in connection with
the Placing, and each Investor acknowledges that participation in
the Placing is on the basis that it is not and will not be a client
of the Bookrunners and that the Bookrunners are acting for the
Company and no one else, and the Bookrunners will not be
responsible to anyone else for the protections afforded to its
clients, and that the Bookrunners will not be responsible for
anyone other than the Company for providing advice in relation to
the Placing, the contents of this Announcement or any transaction,
arrangements or other matters referred to herein, and the
Bookrunners will not be responsible for anyone other than the
relevant parties to the Placing Agreement in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of the
Bookrunner's rights and obligations thereunder, including any right
to waive or vary any condition or exercise any termination right
contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
the Bookrunners nor their respective directors or employees shall
be liable to an Investor for any matter arising out of the role of
the Bookrunners as the Company's brokers (and in the case of
Cenkos, as nominated adviser to the Company pursuant to the AIM
Rules) or otherwise, and that where any such liability nevertheless
arises as a matter of law each Investor will immediately waive any
claim against the Bookrunners and their respective directors and
employees which an Investor may have in respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, of the Bookrunners or any other
person that would permit a public offering of the Placing Shares,
or possession or distribution of this Announcement, in any country
or jurisdiction where action for that purpose is required; and
that, if the Investor is in a relevant EEA member state, it is: (i)
a legal entity which is authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; (ii) a legal
entity which has two or more of: (a) an average of at least 250
employees during the last financial year; (b) a total balance sheet
of more than EUR43,000,000; and (c) an annual net turnover of more
than EUR50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Regulation or other applicable laws; or
(iv) in the case of any Placing Shares acquired by an Investor as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, either:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Rules, or in circumstances in which the prior consent of
the Bookrunners has been given to the placing or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Rules as having been made to such persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa or where to do so may contravene local securities laws
or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or as a result of any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act);
(xiv) if it is acquiring the Placing Shares 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;
(xv) the Investor is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the
Securities Act or any other United States federal or applicable
state securities laws;
(xvi) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xvii) the Company, the Registrars or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xviii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xix) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xx) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxii) the Investor is not a resident of the United States,
Australia (other than in the case of professional investors and
sophisticated investors resident in Australia), Canada, Japan or
the Republic of South Africa and acknowledges that the Placing
Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the
securities legislation of the United States, Australia, Canada,
Japan or the Republic of South Africa and, subject to certain
exceptions, the Placing Shares may not be offered or sold, directly
or indirectly, in or into those jurisdictions;
(xxiii) the Investor is 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 UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxiv) in the case of a person who confirms to any of the
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and/or who authorises any of the
Bookrunners to notify such Investor's name to the Registrars, that
person represents that he has authority to do so on behalf of the
Investor;
(xxv) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 ("Money Laundering Regulations 2017") and any
other applicable law, regulations or guidance concerning the
prevention of money laundering and, if it is making payment on
behalf of a third party, that: (i) satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party; and (ii) arrangements have been entered into with the third
party to obtain from the third party copies of any identification
and verification data immediately on request as required by the
Money Laundering Regulations 2017 and, in each case, agrees that
pending satisfaction of such obligations, definitive certificates
(or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at the
Bookrunners' discretion;
(xxvi) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, any of the
Bookrunners and/or the Company may require proof of identity of the
Investor and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by the Investor to produce any
information required for verification purposes, any of the
Bookrunners and/or the Company may refuse to accept the application
and the moneys relating thereto. The Investor holds harmless and
will indemnify the Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
(xxvii) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxviii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxix) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the FPO; or (ii) a high
net worth entity falling within article 49(2)(a) to (d) of the FPO
or (ill) is a person to whom this announcement may otherwise be
lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxx) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex 11/Article 24 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxxi) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of the Bookrunners and the Company that: (i) it is a qualified
investor within the meaning of the law in that relevant member
state implementing Article 2(e) of the Prospectus Regulation; and
(ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the Prospectus Regulation, or in other circumstances
falling within Article 3(2) of the Prospectus Regulation and the
prior consent of the Bookrunners has been given to the offer or
resale; or (B) where Placing Shares have been acquired by it on
behalf of persons in any relevant member state other than qualified
investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(xxxii) if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the
meaning of sections 708(11) and 708(8) respectively of the
Australian Corporations Act 2001 (Cth);
(xxxiii) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxiv) in the case of a person who confirms to any of the
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and who is acting on behalf of a
third party, that the terms on which the Investor (or any person
acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(xxxv) the exercise by any of the Bookrunners of any rights or
discretions under the Placing Agreement shall be within the
absolute discretion of the Bookrunners and none of the Bookrunners
need not have any reference to any Investor and shall have no
liability to any Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and each Investor agrees that it shall have no rights against the
Bookrunners or any of their directors or employees under the
Placing Agreement;
(xxxvi) it irrevocably appoints any director of either Cenkos,
Berenberg of Stifel (as relevant to its participation in the
Placing) as its agent for the purposes of executing and delivering
to the Company and/or the Registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing and
otherwise to do all acts, matters and things as may be necessary
for, or incidental to, its acquisition of any Placing Shares in the
event of its failure so to do;
(xxxvii) it will indemnify and hold the Company, the Bookrunners
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxviii) the Bookrunners 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 and, except as required by applicable law or regulation,
the Bookrunners will not make any public disclosure in relation to
such transactions; and
(xxxix) the Bookrunners and each of their respective affiliates,
each acting as an investor for its or their own account(s), may bid
or subscribe for and/or purchase Placing Shares and, in that
capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by
either of the Bookrunners and/or any of their respective
affiliates, acting as an investor for its or their own account(s).
Neither the Bookrunners nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.
The Company and the Bookrunners will rely upon the truth and
accuracy of each of the foregoing representations, warranties and
undertakings.
(l) Supply and disclosure of information
If any of the Bookrunners, the Registrars or the Company or any
of their respective agents request any information about an
Investor's agreement to acquire Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Bookrunners, the Registrars and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them, and the exercise or partial exercise of one will not prevent
the exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to any of the Bookrunners:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
relevant Bookrunner.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the
Bookrunners.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of the Bookrunners, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) The Bookrunners and the Company each expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing
Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
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
ACQDDGDLBBDDGGU
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