TIDMRM2
RNS Number : 6621A
RM2 International SA
30 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND AND JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including the United States,
Canada, Australia, the Republic of South Africa, the Republic of
Ireland or Japan. Neither this announcement nor anything contained
herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction.
Securities may not be offered or sold in the United States absent
registration or an exemption from registration.
30 September 2015
RM2 International S.A.
("RM2" or the "Company")
Proposed Placing of new Ordinary Shares to raise approximately
GBP30 million
RM2 (LSE--AIM: RM2), the vertically-integrated innovator in
pallet development, manufacture, supply and management, today
announces that it intends to raise approximately GBP30 million by
way of a placing (the "Placing") of approximately 75 million
Ordinary Shares (the "Placing Shares"), which is approximately 23
per cent. of the Company's existing issued share capital, at 40
pence per Placing Share (the "Placing Price").
The Placing will not be structured as a rights issue or open
offer and the Placing Shares will not be offered generally to
Shareholders on a pre-emptive basis. Participation in the Placing
will be limited to institutional investors and certain Directors
who have indicated their intention to participate. The Placing
Shares are not being made available to the public and are not being
offered or sold in any jurisdiction where it would be unlawful to
do so.
The Placing will be conducted by way of an accelerated Bookbuild
process and certain direct subscriptions with the Company. RBC
Europe Limited (trading as RBC Capital Markets) ("RBC") will be
acting as sole bookrunner in relation to the Bookbuild. The
Bookbuild will commence with immediate effect following this
announcement.
The number of Placing Shares and the aggregate proceeds to be
raised through the Placing will be finally determined following
completion of the Bookbuild process. The Company reserves the right
(upon the agreement of RBC) to reduce or seek to increase the
amount being raised pursuant to the Placing. A further announcement
in respect to these details will be made following completion of
the Bookbuild process. The timing of the closing of the book and
allocations are at the discretion of RBC and the Company.
The Board believes that raising equity finance using the
flexibility provided by a non pre-emptive placing is the most
appropriate and optimal structure for the Company at this time.
This allows both existing institutional Shareholders and new
institutional investors the opportunity to participate in the
Placing and avoids the requirement for a prospectus, which is a
costly and time consuming process.
The Company has received an indication of intention to
participate in the Placing from certain Directors and existing
Shareholders. Further details of the Placing and each Director's
confirmed participation will be set out in the announcement to be
made on the closing of the Bookbuild which is expected to be later
today.
For the Placing to proceed, the Company requires Shareholders'
approval to authorise the Directors to disapply existing
Shareholders' pre-emption rights in relation to the issue of the
Placing Shares on a non pre-emptive basis (the "Shareholder
Resolutions"). A general meeting of the Company is expected to be
convened to be held at 5 Rue de la Chapelle, Luxembourg, L-1352,
Luxembourg at 7 a.m. BST / 8 a.m. CET on or around 20 October 2015
(the "General Meeting"). A Circular containing details of the
proposed Placing and the notice of the General Meeting will be sent
to Shareholders following announcement of the completion of the
Bookbuild.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that, subject to, inter alia, the passing of the Shareholder
Resolutions at the General Meeting, admission to AIM will become
effective in respect of, and that dealings on AIM will commence in,
the Placing Shares, on or around 21 October 2015.
The Placing is being undertaken pursuant to a placing agreement
entered into between RM2 and RBC (the "Placing Agreement"), whereby
RBC has agreed to procure subscribers for the Placing Shares by way
of the Bookbuild on a reasonable endeavours basis. The Placing is
not being underwritten by RBC or any other person. The Placing is
subject to the terms and conditions set out in the Appendix which
forms a part of this announcement. By choosing to participate in
the Placing and by making an oral and legally binding offer to
acquire Placing Shares, investors 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 contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this announcement.
The Placing is conditional upon, amongst other things, the
Shareholder Resolutions being passed, Admission becoming effective
and the Placing Agreement between the Company and RBC becoming
unconditional and not being terminated, in accordance with its
terms.
Current Trading and Prospects
As stated in the Company's Operational Update announcement on 24
September 2015 (the "Operational Update"), the engagement with
senior management of customers, which the Company reported in June,
has begun to generate proposals for specific implementations and
roll out opportunities. The Company has recently signed contracts
with two of the largest packaging companies in North America, each
with the potential for significant expansion. This brings total
contracted customers to 15, the vast majority in leasing contracts
(as opposed to pallet sales contracts). The Company is currently
conducting trials with nine additional potential customers. Trials
are only undertaken after a thorough screening process in which the
alignment of customer and Company metrics are demonstrated, and
since initiating the assessment process, virtually every formal
customer trial has led to a contract. In addition, three of the
largest retailers in North America have accepted the RM2 pallet for
trial by their vendors and the Company is working with the
retailers to implement defined loops between them and their
vendors.
Based on current contracts and trials as well as discussions
underway, the Company is confident of being able to deploy
profitably all the pallets produced.
RM2's strategic progress
As stated in the Operational Update, direct feedback from
customers has highlighted the need to change the friction coating
method from powder coating to a gel based system. The gel coating
addresses customers' health, hygiene and safety needs better,
increases durability over the life cycle of the pallet and is also
expected to bring efficiencies and cost savings to the
manufacturing process. The first gel coating systems are being
commissioned, with the balance of the systems expected to be
delivered during Q4.
As a result, primarily of the decision to change to gel coating,
the Company will not achieve the substantial upswing in production
that had been expected to begin in Q3 this year and accelerate
through Q4. This means that revenue and production numbers for the
full year will be significantly below previous guidance. Production
is expected to be not less than 2.5 million pallets in 2016, with a
production run rate at the end of the fourth quarter of 2016 of c.
300,000 pallets per month.
Reasons for the Placing
The delayed ramp-up of production volumes led to a delay in
revenues. While the business model has always foreseen future
financing to fund leased assets, the Company had anticipated that
by now production and therefore deployment would have been more
advanced and able to support debt funding via securitisation of the
pallet pool. Pending production and deployment ramp-up of pallets,
it remains vital for the Company to be viewed as a financially
robust counterparty by its commercial and banking partners.
Consequently, in the interim the Company has decided to request an
equity fund raising of GBP30 million. If debt financing is not
forthcoming in the future, the Company will have to adapt its
business plan and look for alternative means of financing.
Use of Proceeds
As reported in the Company's interim results announced on 30
September 2015, the Company had cash and cash equivalents of
US$35.9 million as at 30 June 2015. At 31 August 2015, the Company
had cash and cash equivalents of US$20.4 million and US$7.9 million
of raw material inventory. As planned, the Company expects to
continue to use its cash resources and the proceeds of the Placing
to fund the production of pallets, working capital and sales and
general administrative costs of the Company.
Contacts
For further details, please contact:
+44 (0)20 8820
RM2 International S.A. 1412
John Walsh, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial
Officer
Ruari McGirr, Head of Planning
and Communication
+44 (0)20 7397
RBC Capital Markets 8900
Tristan Lovegrove
Pierre Schreuder
Ema Jakasovic
+44 (0)20 7638
Citigate Dewe Rogerson 9571
Kevin Smith
Ellen Wilton
THE APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
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IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR JAPAN OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E)
OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC,
AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN
(A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such securities.
No prospectus or admission document will be made available in
connection with the matters contained in this announcement.
RBC, which is authorised and regulated in the United Kingdom by
the FCA, is acting for the Company and for no-one else in relation
to the Placing, and will not be responsible to any other person for
providing the protections afforded to its clients nor for providing
advice in connection with the matters contained 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, RBC, or by any of its
affiliates or agents, as to or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Placees will be deemed to have read and understood this
announcement in its entirety and to agree to subscribe for Placing
Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular each such Placee
represents, warrants and acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(b) it is acquiring the Placing Shares for its own account or
for an account with respect to which it exercises sole investment
discretion, and that it (and any such account) is outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" in accordance with Regulation S under the Securities
Act; and
(c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
acquired by it in the Placing will not be acquired on a
non--discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of RBC has been given to
each such proposed offer or resale.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is unlawful.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities Act.
Any offering to be made in the United States will be made by the
Company to a limited number of QIBs pursuant to an exemption from
registration under the Securities Act in a transaction not
involving any public offering consistent with the Placing
Letter.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that the earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company.
The price of Ordinary Shares and the income from them may go down
as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares.
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.
Forward-Looking Statements
Certain statements included in this announcement contain
forward-looking information concerning the Company's strategy,
operations, financial performance or condition, outlook, growth
opportunities or circumstances in the sectors or markets in which
the Company operates. By their nature, forward-looking statements
involve uncertainty because they depend on future circumstances,
and relate to events, not all of which are within the Company's
control or can be predicted by the Company. Although the Company
believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct. Actual results could
differ materially from those set out in the forward-looking
statements. Nothing in this announcement should be construed as a
profit forecast and no part of these results constitutes, or shall
be taken to constitute, an invitation or inducement to invest in
the Company, and must not be relied upon in any way in connection
with any investment decision. Any forward-looking statements made
herein by or on behalf of the Company speak only as of the date
they are made. Except as required by the FCA, AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Details of the Placing
RBC has today entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out
therein, RBC (as Broker) has agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price pursuant to the Bookbuild process, as further
described in this announcement and as set out in the Placing
Agreement. The Placing is not subject to any minimum or maximum
fundraising and no element of the Placing is underwritten by RBC or
any other person.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects and, amongst other things, the
approval by Shareholders of the Shareholder Resolutions which will
grant authority to the Directors to disapply existing Shareholders'
pre-emption rights in respect of the Placing Shares. The Circular
containing details of the proposed Placing and the notice of the
General Meeting will be sent to Shareholders shortly following
completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the articles
of association of RM2, be credited as fully paid and will rank pari
passu in all respects with the Ordinary Shares of US$0.01 each in
the capital of the Company ("Ordinary Shares") then in issue
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of Admission.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given under the Bookbuild. Certain investors may
participate in the Placing by direct subscription with the Company
outside the Bookbuild and such subscriptions shall not be subject
to this Appendix.
Application for Admission
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Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on AIM subject, inter
alia, to the passing of the Shareholder Resolutions. It is expected
that Admission will become effective at 8.00 a.m. on or around 21
October 2015 and that dealings in the Placing Shares will commence
at that time (or such later date as may be agreed between RM2 and
RBC, being no later than 27 November 2015).
Bookbuild
RBC will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
RBC and RM2 shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole
discretion, determine, including by way of direct subscription with
the Company as stated above.
How to Participate in the Bookbuild Process
A Relevant Person who wishes to participate in the Bookbuild
should communicate its bid by telephone either to its usual sales
contact at RBC or to Duncan Smith on tel: +44 (0)20 7029 0266. If
successful, an allocation will be confirmed orally following the
close of the Bookbuild, and a conditional contract note will be
dispatched as soon as possible thereafter.
Participation in, and principal terms of, the Placing
1. RBC (the "Broker") is acting as sole broker and agent of RM2
in respect of the Placing of the Placing Shares in the
Bookbuild.
2. Participation in the Placing via the Bookbuild will only be
available to persons who may lawfully be, and are, invited to
participate by the Broker. The Broker and its affiliates are each
entitled to participate in the Placing as principal.
3. The number and allocation of Placing Shares to be issued will
be agreed between RBC and the Company following completion of the
Bookbuild. The number and allocation of Placing Shares will be
announced on a Regulatory Information Service following the
completion of the Bookbuild.
4. Each prospective Placee's Placing Participation will be
determined by the Broker and the Company in their absolute
discretion and confirmed orally and/or via written correspondence
by the Broker as agent of RM2. That oral and/or written
confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with RM2's articles of association.
5. The Bookbuild is expected to close no later than 4:30 p.m.
(London time) on 30 September 2015 but may be closed earlier or
later at the discretion of the Broker and the Company. The Broker
reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of an oversubscription under
the Placing. The Broker also reserves the right not to accept
offers for Placing Shares or to accept such offers in part rather
than in whole. The Company reserves the right (upon the agreement
of RBC) to reduce or seek to increase the amount being raised
pursuant to the Placing. RBC may also, notwithstanding the above,
subject to the prior consent of the Company (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time, and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time.
6. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to the Broker as agent of RM2, to pay in
cleared funds immediately on the settlement date in accordance with
the Registration and Settlement requirements set out below, an
amount equal to the product of the Placing Price and the number of
Placing Shares that such Placee has agreed to acquire in connection
with the Placing, conditional upon Admission becoming
effective.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this announcement and will be legally binding
on the Placee on behalf of which it is made and except with RBC's
consent will not be capable of variation or revocation after the
time at which it is submitted.
8. Irrespective of the time at which a Placee's Placing
Participation is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and
Settlement".
9. Each Placee will be deemed to have read and understood this
Appendix in its entirety, to be participating in the Placing upon
the terms and conditions contained in this Appendix, and to be
providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix.
10. Completion of the Placing will be subject to the fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement". In
the event that the Placing Agreement does not become unconditional
in all respects or is terminated, the Placing will not proceed and
all funds delivered by you to the Broker in respect of your Placing
Participation will be returned to you at your risk without
interest.
11. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12. To the fullest extent permissible by law, neither (i) the
Broker, (ii) any of its directors, officers, employees or
consultants, nor (iii) to the extent not contained in (i) or (ii),
any person connected with the Broker as defined in the FCA Rules
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither the Broker nor any of its affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Broker's conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Broker and RM2 may agree. Nothing in this Appendix or the
announcement shall limit the liability of RBC or any of its
affiliates for fraudulent misrepresentation.
Conditions of the Placing
The Placing is conditional on, inter alia:
(a) RM2 having complied with all of its obligations under the
Placing Agreement (to the extent such obligations fall to be
performed or satisfied prior to Admission);
(b) the Shareholder Resolutions being approved by the requisite
majority of Shareholders attending and voting at the General
Meeting;
(c) RM2 issuing, conditional upon Admission, the Placing Shares
in accordance with the Placing Agreement;
(d) Admission taking place not later than 8.00 a.m. (London
time) on or around 21 October 2015 or such later date as RM2 and
the Broker may otherwise agree (not being later than 8.00 a.m. on
27 November 2015); and
(e) agreement having been reached between RM2 and RBC on the number of Placing Shares.
If (i) any of the conditions contained in the Placing Agreement
have not been fulfilled or waived by the Broker by the respective
time or date where specified (or such later time or date as RM2 and
the Broker may agree), (ii) any of such conditions becomes
incapable of being satisfied, or (iii) the Placing Agreement is
terminated, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The Broker may, in its absolute discretion and upon such terms
as it thinks fit, waive fulfilment, in whole or in part, of any or
all of the conditions in the Placing Agreement (to the extent
permitted by law or regulations). Any such waiver will not affect
Placees' commitments as set out in this announcement.
None of the Broker, RM2 or any other person shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Broker and
RM2.
Termination of the Placing
The Broker is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to RM2 if, inter
alia:
(a) any of the warranties or representations given by RM2 in the
Placing Agreement is untrue, inaccurate or misleading; or
(b) RM2 fails, in any material respect, to comply with any of
its obligations under the Placing Agreement; or
(c) it comes to the notice of the Broker that a matter has
arisen which is reasonably likely to give rise to a claim under any
of the indemnities given by the Company contained in the Placing
Agreement which is material in the context of the Placing; or
(d) it comes to the notice of the Broker that any statement
contained in this announcement (or the investor presentation, which
was provided to certain prospective placees) has become untrue,
incorrect or misleading in any respect which the Broker considers
to be material in the context of the Placing or that any matter
which the Broker considers to be material in the context of the
Placing has arisen which would, if the Placing were made at that
time, constitute a material omission therefrom; or
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(e) in the opinion of RBC there shall have occurred any Material
Adverse Change since the date of the Placing Agreement; or
(f) there has been (i) a declaration of a banking moratorium in
the UK by the relevant authorities or there has been a material
disruption to commercial banking or securities settlement or
clearance services in the UK, or (ii) an outbreak or escalation of
hostilities involving the UK or a declaration of a national
emergency or war, or (iii) any other occurrence of any kind which
(by itself or together with any other such occurrence) in the
Broker's opinion is likely to materially and adversely affect the
market position or prospects of the Group taken as a whole.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from its respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Broker of any right of termination or by the Broker of any
other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker, as the case may be, and that the
Broker need not make any reference to Placees and that the Broker
shall have no liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
No Prospectus and Limitation of Liability
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus to be published in the UK. No
offering document or prospectus has been or will be submitted to be
approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of (i) the information
contained in this announcement (including this Appendix) released
by RM2 today, and (ii) their own assessment of the Company, the
Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this announcement (including this Appendix) (together, the
"Information"), and subject to the further terms set forth in the
contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the Information is exclusively the responsibility of RM2 and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of RM2, the Broker or any other person and neither RM2, the
Broker nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. No warranty or
representation, express or implied, is given by RM2, the Broker or
any other person in respect of any such information. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of RM2 in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. RM2 reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to Placees in
book-entry form if, in the Broker's reasonable opinion, delivery or
settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a contract note (or in the case of certain overseas investors, a
subscription letter) stating the number of Placing Shares to be
allocated to it. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or book-entry settlement
instructions that it has in place with the Broker.
CREST participant ID of
RBC: 388
--------------------------------- -----------------------
Trade date: 1 October 2015
--------------------------------- -----------------------
Settlement date: 21 October 2015
--------------------------------- -----------------------
ISIN code for the Placing LU0994178464
Shares:
--------------------------------- -----------------------
Deadline for input instructions 9.00 a.m. (UK time) on
into CREST: 20 October 2015
--------------------------------- -----------------------
RM2 will deliver the Placing Shares to a CREST account operated
by RBC as agent for RM2 and RBC will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on or around 21 October
2015, on a delivery versus payment basis.
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 LIBOR as
determined by the Broker.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees 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 a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and Warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with RBC (in its capacity as bookrunner and agent of the Company)
and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. that it has read and understood this announcement, including
this Appendix, in its entirety;
2. that the exercise by RBC of any right of termination or any
right of waiver exercisable by RBC contained in the Placing
Agreement including, without limitation, the right to terminate the
Placing Agreement, is within the absolute discretion of RBC and
neither RBC nor the Company will have any liability to any Placee
whatsoever in connection with any decision to exercise or not
exercise any such rights;
3. that if (i) any of the conditions in the Placing Agreement
are not satisfied (or, where relevant, waived), or (ii) the Placing
Agreement is terminated, or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
lapse and each Placees' rights and obligations hereunder shall
cease and determine at such time and no claim shall be made by any
Placee in respect thereof;
4. that no offering document or prospectus has been, or will be,
prepared in connection with the Placing and that it has not
received a prospectus or other offering document in connection
therewith;
5. that the Ordinary Shares are (and the Placing Shares will be)
listed on AIM, and RM2 is therefore required to publish certain
business and financial information in accordance with the rules and
practices of AIM and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
AIM listed company, without undue difficulty;
6. that neither the Broker, RM2 nor any of their affiliates nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares, RM2
or any other person other than the Information provided by RM2, nor
has it requested the Broker, RM2 nor any of their affiliates or any
person acting on behalf of any of them to provide it with any such
information;
7. that (i) it is not and, if different, the beneficial owner of
the Placing Shares is not and at the time the Placing Shares are
acquired will not be a resident of, or within, the United States,
Canada, Australia, the Republic of South Africa, the Republic of
Ireland or Japan, and (ii) that the Placing Shares have not been
and will not be registered under the securities legislation of the
United States, Canada, Australia, the Republic of South Africa, the
Republic of Ireland or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, in or into those
jurisdictions;
8. that the content of the Information and this announcement is
exclusively the responsibility of RM2 and that neither the Broker
nor its affiliates nor any person acting on its or their behalf has
or shall have any liability for the Information, any information,
representation or statement contained in this announcement or any
information previously published by or on behalf of RM2 and will
not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement
contained in the Information, this announcement or otherwise;
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:03 ET (06:03 GMT)
9. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to subscribe
for the Placing Shares is contained in this announcement, the
Information and any information previously published by RM2 by
notification to a Regulatory Information Service, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by the Broker or RM2 and neither the
Broker nor RM2 will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of RM2
in deciding to participate in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation;
10. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person (i) it is duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person, and (ii) it is and will remain liable to the Company and/or
the Broker for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
11. that neither it, nor the person specified by it for
registration as a holder of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
issued to, a person who is or may be liable to stamp duty or stamp
duty reserve tax under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services);
12. that it has complied with its obligations in connection with
money laundering and terrorist financing under the Regulations and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If
within a reasonable time after a request for verification of
identity the Broker has not received such satisfactory evidence,
the Broker may, in its absolute discretion, terminate a Placee's
Placing Participation in which event all funds delivered by such
Placee to the Broker pursuant to this letter (if any) will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
13. that if it is a financial intermediary, as that term is used
in Article 3(2) of the Prospectus Directive, the Placing Shares
purchased by it in the Placing will not be acquired on a
non--discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than to Qualified Investors, or in circumstances in which the prior
consent of the Broker has been given to the proposed offer or
resale;
14. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA;
15. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA prior to Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive (including any relevant
implementing measure in any member state);
16. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
17. that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
18. that (i) it is a person falling within Article 19(5) and/or
Article 49(2)(a) to (d) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or is a person to whom this
announcement may otherwise be lawfully communicated, and (ii) it is
a Qualified Investor;
19. that it and any person acting on its behalf is entitled to
subscribe for and purchase the Placing Shares under the laws of all
relevant jurisdictions which would apply to it, and that it and any
person acting on its behalf is in compliance with applicable laws
in the jurisdiction of its residence, the residence of RM2, or
otherwise and that it has not taken any action or omitted to take
any action which will or may result in RBC, the Company or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
20. that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
Placing Participation and to perform its obligations in relation
thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement) and will honour such obligations;
21. that without prejudice to the generality of paragraph 19
above, either (i) it is outside of the United States and is
subscribing for the Placing Shares in an "offshore transaction"
(within the meaning of Regulation S under the Securities Act) and
it is not acquiring the Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any such Placing Shares into the United States or
any other jurisdiction referred to in paragraph 7 above, or (ii) it
is a QIB and has not, either directly or indirectly, been offered
the Placing Shares by any form of "directed selling efforts" as
defined in Rule 902(c) under the Securities Act, or "general
solicitation" or "general advertising", each as defined in Rule
502(c) under the Securities Act;
22. that the Placing Shares may not be reoffered, resold,
pledged or otherwise transferred to a person within the United
States except (i) (a) to a person reasonably believed to be a QIB
in a transaction meeting the requirements of Rule 144A under the
Securities Act, or (b) pursuant to an exemption from registration
under the Securities Act such as provided by Rule 144 thereunder,
and (ii) in each case in accordance with any applicable securities
laws of any state of the United States;
23. that it (and any person acting on its behalf) will make or
procure payment for the Placing Shares allocated to it in
accordance with this announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers to the Placing or sold as the Broker and RM2
may in their discretion determine and without liability to such
Placee;
24. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to acquire in connection with the Placing,
and that RM2 or the Broker may call upon it to acquire a lower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
25. that neither the Broker, nor any of its affiliates, nor any
person acting on behalf of the Broker, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of the Broker and that the Broker has no
duties or responsibilities to it for providing the protections
afforded to their clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
26. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself, or (ii) its nominee, as
the case may be. Neither the Broker nor RM2 will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify RM2 and the Broker in respect of
the same on the basis that the Placing Shares will be issued to the
CREST stock account of the Broker who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:03 ET (06:03 GMT)
27. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any
non--contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by RM2 or the Broker in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
28. that RM2 and the Broker and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Broker on its own behalf and on behalf of
RM2 and are irrevocable;
29. that it agrees to indemnify and hold RM2 and the Broker and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of the Appendix shall survive after completion of the
Placing;
30. that its commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to RM2's conduct of the Placing;
31. that the agreement to settle a Placee's acquisition (and/or
the acquisition by a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the acquisition by it and/or such
person direct from RM2 for the Placing Shares in question. Such
agreement assumes, and is based on a warranty from each Placee,
that neither it, nor the person specified by it for registration as
holder, of Placing Shares is, or is acting as nominee or agent for,
and that the Placing Shares will not be acquired by, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, additional stamp duty or stamp duty reserve tax may
be payable. In that event the Placee agrees that it shall be
responsible for such additional stamp duty or stamp duty reserve
tax, and neither RM2 nor the Broker shall be responsible for such
additional stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Broker
accordingly;
32. that no action has been or will be taken by any of RM2, the
Broker or any person acting on behalf of RM2 or the Broker that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required; and
33. that it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and are able to sustain a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of RM2 and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Broker or any of its affiliates
may, at the absolute discretion of the Broker and the Company,
agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Broker, any money held in an account with the
Broker on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules. As a consequence,
this money will not be segregated from the Broker's money in
accordance with the client money rules and will be used by the
Broker in the course of its own business and the Placee will rank
only as a general creditor of the Broker.
All times and dates in this announcement may be subject to
amendment. The Broker shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The rights and remedies of RBC 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.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Definitions
The following definitions apply throughout this
announcement:
Admission the admission of the Placing
Shares to trading on AIM becoming
effective (pursuant to Rule 6
of the AIM Companies Rules);
AIM the AIM market of the London
Stock Exchange;
AIM Companies the provisions of the AIM Rules
Rules for Companies published by the
London Stock Exchange (as amended
or reissued from time to time);
AIM Nomad Rules the provisions of the AIM Rules
for Nominated Advisers published
by the London Stock Exchange
(as amended or reissued from
time to time);
AIM Rules together the AIM Companies Rules
and the AIM Nomad Rules;
Board the board of Directors of RM2;
Bookbuild the bookbuilding exercise to
be undertaken by RBC in respect
to the Placing on the terms and
conditions set out in this announcement;
Broker or RBC RBC Europe Limited (trading as
RBC Capital Markets);
Business Day a day not being a Saturday, a
Sunday or public holiday on which
banks are open for business in
the City of London;
CA 2006 the Companies Act 2006 (as amended
from time to time);
Circular the circular to be published
by the Company on or around 1
October 2015 in relation to the
Placing which will include a
notice convening the General
Meeting at which the Shareholder
Resolutions will be proposed;
CREST the relevant system (as defined
in the CREST Regulations) of
which Euroclear UK & Ireland
is the Operator (as defined in
the CREST Regulations);
CREST Regulations the Uncertificated Securities
Regulations 2001 (as amended);
Directors the directors of RM2;
EEA the European Economic Area;
Euroclear UK & Euroclear UK & Euroclear UK &
Ireland Ireland Limited, a company incorporated
in Ireland England and Wales,
being the Operator of CREST;
FCA the Financial Conduct Authority;
FCA Rules the rules of the FCA;
FSMA the Financial Services and Markets
Act 2000;
General Meeting the extraordinary general meeting
of RM2 to be held at 5 Rue de
la Chapelle, Luxembourg, L-1352,
Luxembourg at 7 a.m. BST / 8
a.m. CET on or around 20 October
2015 at which the Shareholder
Resolutions will be proposed;
Group RM2 and its subsidiaries;
holding company means a parent undertaking (as
defined by section 1162 CA 2006)
or a holding company (as defined
by section 1159 CA 2006) and
in interpreting those sections
for the purposes of this Agreement,
a company is to be treated as
the holding company or the parent
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