TIDMMRL
RNS Number : 5331D
Marlowe PLC
28 October 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THE
"ANNOUNCEMENT") 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, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE ANY SECURITIES OF THE COMPANY.
THE INFORMATION CONTAINED WITHIN THIS 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.
28 October 2020
Marlowe plc
Acquisition of Ellis Whittam (Holdings) Limited
Proposed Placing to raise up to GBP30 million by way of an
accelerated bookbuild
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 Ellis Whittam (Holdings) Limited
(together with its subsidiaries, "EW" or "Ellis Whittam") for
consideration of GBP59 million on a cash-free, debt-free basis (the
"Acquisition").
Founded in 2004, Ellis Whittam is one of the UK's leading
providers of outsourced Employment Law, HR and Health & Safety
services. The company provides its services via a fixed-fee
subscription model to over 3,300 organisations across the UK. It is
headquartered in Chester, with offices in Glasgow and London, and
employs approximately 180 staff, more than half of whom are health
& safety consultants, employment lawyers and HR compliance
advisors. Ellis Whittam's subscription-based advisory services help
employers across the UK remain compliant with evolving employment
law and health and safety legislation.
The Acquisition adds significant scale to Marlowe's current
offering of employment law, HR and health and safety services and
offers synergies with Marlowe's wider Health and Safety and
Compliance division, particularly the Law At Work brand. It
strengthens Marlowe's position in this market, which has a range of
attractive characteristics, including a scalable model,
non-discretionary spend, high barriers to entry, and increased
demand due to Covid-19. Key management will remain with the
business going forward. For the year ended August 2020, Ellis
Whittam generated revenues of GBP16.1 million and adjusted EBITDA
of GBP4.4 million. The Acquisition is subject to FCA consent and is
expected to complete in November 2020.
The Group also announces a proposed placing to raise gross
proceeds of up to GBP30 million through the issue of up to
5,441,376 new ordinary shares of 50 pence each (the "Placing
Shares") at 547 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 and corporate
brokers in connection with the Placing, and Stifel is acting as
bookrunner.
Alex Dacre, Chief Executive of Marlowe plc, said:
"The acquisition of Ellis Whittam transforms our scale and
capabilities in Employment Law, HR Compliance and Health &
Safety advisory and significantly advances our strategy to provide
our clients with a comprehensive one-stop approach to their health
& safety and regulatory compliance needs. The business, which
delivers subscription-based consultancy services, supported by
software, operates in an attractive and underserved market where we
see significant growth opportunities. Ellis Whittam is a major step
in strengthening our position as the UK leader in regulated safety
and compliance services to organisations of all sizes. We are
confident that this acquisition will generate attractive returns
for Marlowe's shareholders."
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 &
Sole Underwriter)
Mark Whitmore Tel: +44 (0)20 3207 7800
Ben Wright
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 safety and
compliance services. It is focused on health & safety,
compliance software, employment law & HR compliance, fire
safety, security, water treatment & air hygiene 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 thousands of SMEs, local authorities,
facilities management providers, multi-site NHS trusts and FTSE 100
companies.
About the Acquisition
Founded in 2004 and headquartered in Cheshire, Ellis Whittam is
one of the leading providers of outsourced Employment Law, HR and
Health & Safety services. Ellis Whittam helps organisations to
manage business risk and remain compliant with stringent employment
law and health & safety regulations. Employers subscribe to
Ellis Whittam's fixed fee service to protect themselves against the
often costly consequences of employee and health & safety
related risks.
Ellis Whittam serves customers of all sizes but has a particular
focus on SME organisations who typically do not have in-house
expertise in Health & Safety and HR and therefore seek to
outsource it to a retained provider. As at the end of August, Ellis
Whittam supported over 3,300 customers and had an average contract
value of GBP4,100 per annum and an average contract term of 3.9
years and no significant customer concentration. Circa 90% of its
revenues are recurring and cash conversion was in excess of 100% in
the year ending August 2020. Organic revenue CAGR from 2017 to 2020
was over 10%.
The Acquisition deepens Marlowe's compliance offering in the SME
market, which has attractive growth prospects. The SME compliance
market for Employment law, HR, Health and Safety services is valued
at over GBP1bn and is growing at 9% per year. There are customers
who require these services but do not currently take them. The
Acquisition offers significant synergies with Marlowe's existing
operations in the space. Key management from Ellis Whittam will
remain with the business.
For the year ended 31 August 2020, EW recorded adjusted EBITDA
of GBP4.4 million on revenues of GBP16.1 million. As at 31 August
2020, EW had proforma net assets of approximately GBP17.8 million,
excluding loan obligations related to the previous ownership
structure under Lloyds Development Capital which will be cleared at
completion. For the year ended 31 April 2020 (unaudited), EW
generated an unadjusted loss before tax of GBP2.4 million and, as
at period end, had unadjusted net liabilities of GBP13.6 million.
The total enterprise value of GBP59 million will be funded from the
net proceeds of the Placing, the Group's existing debt facilities
and the Group's existing cash resources. The Acquisition is
expected to be earnings enhancing in the first year of ownership
when taking into account the impact of the Placing.
The Acquisition is neither conditional on completion of the
Placing nor on successful completion of the Refinancing (as
detailed below) but is conditional upon receipt of change of
control consent from the FCA or cancellation of the regulatory
permission held by a subsidiary within the EW group. The longstop
dates are 80 business days for approval, and 220 business days for
cancellation of the relevant regulatory permission (if approval of
the change of control is not obtained).
N. M. Rothschild & Sons Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting for Marlowe PLC and no one else in relation to the
transaction and will not be responsible to anyone other than
Marlowe PLC for providing the protections afforded to clients of N.
M. Rothschild & Sons Limited nor for providing advice in
relation to the proposed transaction.
Refinancing
The Group is in advanced discussions with its lenders in
connection with a new GBP70 million debt facility, which is
conditional on the Placing raising minimum proceeds of GBP15.5
million and which is anticipated to be put in place shortly (the
"Refinancing").
Further acquisition
It is expected that, on or around 30 October 2020, the Group
will enter into an agreement in connection with a further
acquisition for total consideration of up to approximately GBP1.5
million, which shall be funded from the Group's existing cash
resources.
There can be no certainty at this time that this further
acquisition will complete successfully. An update will be provided
in due course as appropriate.
Proposed Placing
The Group is proposing to raise gross proceeds of up to GBP30
million through the issue of the Placing Shares at the Placing
Price. In addition to funding a portion of the cash consideration
of GBP59 million for the Acquisition, the net proceeds of the
Placing (expected to be approximately GBP29 million) will be used
to fund further acquisitions as part of Marlowe's ongoing targeted
acquisition strategy, in connection to which the Group is currently
in discussions with over 40 potential acquisition targets.
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 and brokers in connection with the
Placing, and Stifel is acting as bookrunner. The timing of the
closing of the Bookbuild and the final number and allocation of
Placing Shares will be determined at the discretion of the Group,
Cenkos, Berenberg and Stifel. The first GBP15.5 million of the
Placing, being the minimum raise required to complete the
Acquisition, is being underwritten by Berenberg at the Placing
Price.
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.
The Placing Price represents a nil discount to the closing price
of 547 pence per Existing Ordinary Share on 28 October 2020.
The issue of the Placing Shares is not subject to shareholder
approval.
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 has been made for the Placing Shares to be admitted
to trading on AIM. It is expected that Admission of the Placing
Shares will become effective and that dealings in the Placing
Shares will commence on AIM on 3 November 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 28 October 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 the
Admission of the Placing Shares occurring not later than 3 November
2020 or such later time and/or date as the Bookrunners and the
Company may agree (but in any event not later than 17 November
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 first GBP15.5
million of the Placing, being the minimum raise required to
complete the Acquisition, is being underwritten by Berenberg at the
Placing Price. The Placing is not conditional on completion of the
Acquisition.
Expected Timetable of Principal Events
2020
Announcement of the Acquisition and c.5.00 p.m. on 28 October
Placing
Latest date for announcement of the 29 October
results of the Placing
Admission and commencement of dealings 8.00 a.m. on 3 November
of the Placing Shares
Placing Shares credited to CREST stock 3 November
accounts
Despatch of definitive share certificates week commencing 9 November
for Placing Shares
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 Target
"Acquisition Agreement" the share purchase agreement dated 28
October 2020 relating to the Acquisition
"Admission" admission of the 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 3 November 2020
"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)
"Company" or "Marlowe" Marlowe plc (registered number 09952391)
"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 Company
"Existing Ordinary Shares" the Ordinary Shares in issue at the
date of this Announcement
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"FCA" the Financial Conduct Authority of the
UK
"FPO" Financial Services and Markets Act 2000
(Financial Promotion) Order 2005
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Group" the Company and each of its subsidiary
undertakings, as defined in section 1162
of the Companies Act 2006
"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 placing of the Placing Shares
at the Placing Price pursuant to the
Placing Agreement
"Placing Agreement" the conditional agreement dated 28 October
2020 and made between Cenkos, Berenberg,
Stifel and the Company in relation to
the Placing
"Placing Price" 547 pence per Placing Share
"Placing Shares" up to 5,441,376 new Ordinary Shares to
be issued by Marlowe to Placees at the
Placing Price in accordance with the
Placing Agreement
"Prospectus Regulation" Regulation (EU) 2017/1129
"Registrars" the registrars of the Company, being
Link Market Services Limited (registered
number 02605568)
"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
"Securities Act" U.S. Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"Stifel" Stifel Nicolaus Europe Limited (registered
number: 03719559)
"Target" Ellis Whittam (Holdings) Limited (registered
number: 10169921)
"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").
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The Placing Shares referred to herein have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of
Placing Shares is being made in the United States.
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 first GBP15.5 million of the Placing, being the minimum
raise required to complete the Acquisition, is being underwritten
by Berenberg at the Placing Price. 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 Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 3 November 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.
The first GBP15.5 million of the Placing, being the minimum raise
required to complete the Acquisition, is being underwritten by
Berenberg.
(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 29 October 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 Admission of the Placing Shares occurring not later
than 3 November 2020 , or such later time and/or date as the
Bookrunners and the Company may agree (but in any event not later
than 17 November 2020 ) ;
(iii) 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 Admission;
(iv) there not having arisen or occurred before Admission any
matter, fact, circumstance or event, such that in the opinion of
any of the Bookrunners, a circular or announcement is required to
be made unless a document has been published or an announcement has
been released to a RIS; and
(v) the Company having complied with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
each Admission.
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.
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.
Pursuant to the Placing Agreement, Berenberg has agreed with the
Company to underwrite GBP15.5 million of the Placing, being the
minimum raise required to complete the Acquisition.
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 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
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:
Trade Date 29 October 2020
Settlement Date 3 November 2020
----------------
ISIN Code GB00BD8SLV43
----------------
SEDOL BD8SLV4
----------------
Deadline for input instruction 29 October 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 settlement
date 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) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 3 November 2020 (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, 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) 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;
(xiv) 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;
(xv) 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;
(xvi) 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;
(xvii) 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;
(xviii) 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;
(xix) the Investor is not a resident of 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
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;
(xx) 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;
(xxi) 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;
(xxii) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
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;
(xxiii) 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;
(xxiv) 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);
(xxv) 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;
(xxvi) 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;
(xxvii) 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;
(xxviii) 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;
(xxix) 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);
(xxx) 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;
(xxxi) 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;
(xxxii) 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;
(xxxiii) it irrevocably appoints any director of any of Cenkos,
Berenberg or 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;
(xxxiv) 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;
(xxxv) 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
(xxxvi) 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.
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END
ACQMPBRTMTMTBJM
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October 28, 2020 13:08 ET (17:08 GMT)
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