TIDMSFE
RNS Number : 1264J
Safestyle UK PLC
07 April 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN SAFESTYLE UK PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF SAFESTYLE UK
PLC
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
For immediate release
7 April 2020
SAFESTYLE UK PLC
("Safestyle" or the "Company" and together with its subsidiaries
the "Group")
Proposed Conditional Placing to raise GBP8.5 million
Loan Covenant Waiver
Safestyle UK plc (AIM: SFE), the leading UK--focused retailer
and manufacturer of PVCu replacement windows and doors for the
homeowner market, announces the following:
-- A proposed conditional placing ("Placing") to raise GBP8.5
million at a price of 17 pence per share with institutional and
other investors (including all of the Directors), by way of an
accelerated bookbuild ("Bookbuild") which will be launched
immediately following the release of this announcement.
-- The Directors intend to use the proceeds of the Placing to
strengthen the Company's balance sheet so that the business is well
capitalised and has a strong cash buffer to ensure it can continue
in business through and out of the current crisis relating to the
COVID-19 outbreak (the "Outbreak").
-- The Company's banking covenants will be waived for up to 6
months following completion of the Placing, to apply for the entire
shutdown period and a reduced EBITDA covenant target will be in
place for the rest of the year following resumption of trading.
The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
Enquiries:
Safestyle UK plc via FTI Consulting
Mike Gallacher, Chief Executive Officer
Rob Neale, Chief Financial Officer
Zeus Capital Limited (Nominated Adviser Tel: 0203 829 5000
& Joint Broker)
Dan Bate / Daniel Harris / Dominic King
Liberum Capital Limited (Joint Broker) Tel: 0203 100 2100
Neil Patel / Jamie Richards / Laura Hamilton
FTI Consulting (Financial PR) Tel: 0203 727 1000
Alex Beagley / James Styles / Sam Macpherson
About Safestyle UK plc
The Group is the leading retailer and manufacturer of PVCu
replacement windows and doors to the UK homeowner market. For more
information please visit www.safestyleukplc.co.uk or
www.safestyle-windows.co.uk .
Proposed Conditional Placing to raise GBP8.5 million
Safestyle announces a proposed placing of GBP8.5 million, by way
of a conditional placing ("Placing") of 50,000,000 new ordinary
shares of GBP0.01 each in the capital of the Company (the "Placing
Shares") at a price of 17 pence per share (the "Issue Price"). If
approved by shareholders of the Company ("Shareholders"), the
Placing Shares to be issued pursuant to the proposed Placing are
expected to represent approximately 37.6% of the enlarged issued
share capital of the Company immediately following the admission of
the Placing Shares to trading on AIM ("Admission"). The Placing
Shares will rank pari passu in all other respects with the
Company's existing ordinary shares of GBP0.01 each ("Ordinary
Shares").
Zeus Capital Limited ("Zeus Capital") and Liberum Capital
Limited ("Liberum") are acting as joint bookrunners in relation to
the Placing. The Company, Zeus Capital and Liberum have entered
into a placing agreement dated 7 April 2020 in connection with the
Placing.
The proposed Placing will be subject to, and conditional on,
amongst other things:
-- the passing, without amendment, of certain resolutions (the
"Placing Resolutions") to be proposed at a general meeting of the
Company (the "General Meeting"), as will be set out in a notice
convening the General Meeting to be posted to shareholders of the
Company ("Shareholders");
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms;
-- the publication of the results of the Placing via a
regulatory information service by 8 April 2020 (or such later time
and/or date as the Company, Zeus Capital and Liberum may agree);
and
-- Admission occurring by no later than 8.00 a.m. on 28 April
2020 (or such later time and/or dates as may be agreed between the
Company, Zeus Capital and Liberum, being no later than 5.00 p.m. on
11 May 2020).
Shareholder approval will be sought in respect of the
authorities required to issue the Placing Shares at the General
Meeting which is convened for 10.00 a.m. on 27 April 2020 at
Safestyle, Valley Road, Wombwell, Barnsley, S73 8AG. In line with
the UK Government 'Stay at Home' measures and to ensure
Shareholders' safety, Shareholders must not attend the General
Meeting in person and are encouraged to vote by proxy.
The Placing cannot proceed unless the Placing Resolutions are
passed at the General Meeting.
The Board would emphasise that if the Placing does not proceed,
the Company could, if the current COVID Pandemic shutdown continues
beyond the end of June, then lack the funding to underpin the
business. Specifically, without the proceeds of the Placing and the
consequent satisfaction of the condition to the amending of its
banking arrangements with Aurelius, should the UK Government's
'Stay at Home Measures' be extended beyond the end of June 2020,
the Company could be at risk that it will not be able to continue
trading as a going concern and the Company could then be unable to
comply with one or more financial covenants that are in place under
the terms of its existing facilities with Aurelius. In such
circumstances, which would be caused by a continuing inability to
operate and deliver revenue, if the Company was unable to reach
agreement on alternative arrangements with HM Revenue &
Customs, Aurelius and other creditors, then this could lead to
enforcement action over all or part of the Group's assets including
executing a disposal of such assets. In this scenario, this could
result in Shareholders losing all, or a substantial amount of the
value of their investment in the Company. In the context of the
current Outbreak, it is important that all Shareholders vote in
favour of all of the Resolutions so that the Placing may
proceed.
Background to and Reasons for the Placing
Safestyle is an AIM quoted value branded retailer and
manufacturer of PVCu replacement windows and doors for the UK
homeowner market. The Group's business has grown from its founding
in 1992 to become the largest company in the UK homeowner window
and door replacement market.
Recent Trading Performance
In its final results for the year ended 31 December 2019
("FY19") published on 19 March 2020, the Company announced that it
was r estored to profitability in the middle of the year with
strong progress made on phase two of its turnaround plan, which was
now complete and which had achieved improvements in revenues and
gross margin alongside reduced overheads.
The Company announced that the year end order book had increased
by 24% above 2018's closing position through accelerated order
intake in November and December driven by intentionally increased
lead generation investment, which had held back the 2019 profit
outcome. Volume of frames installed had increased by 3.3% to
190,252 and average unit sales price was up 5.0% to GBP678. There
had also been an improvement in market share (as measured by FENSA)
to 8.5% compared to 7.8% in 2018. The business transformation had
also accelerated, improving further in customer service, safety,
compliance and internal management processes. These concurrent
improvements reflected the accelerating positive impact of the new
management team and new Board put in place in late 2018, with
cohesion and capability built through the challenges it faced in
dealing with the SafeGlaze issues.
The Group had a strong start to 2020, with both sales and profit
ahead of the prior year as it entered into March 2020, with the
business well positioned for delivery on forecast.
COVID-19 - Impact and response
However, at the time of the FY19 results being announced, when
the Outbreak was in the early stages of its development in the UK,
the Company announced that the Outbreak was creating significant
uncertainty across the UK and international economy. Less than a
week later, following the 'S tay at Home' measures guidance
published by the Government on 23 March 2020 in relation to the
Outbreak, the Company took prompt action with the aim of protecting
its people, business and customers, providing the best service
possible through the crisis and to ensure it had the capability to
accelerate rapidly out of the crisis. As a result, the Company
announced that it was temporarily closing all of its locations
across the country and also temporarily ceasing all installation
activities.
The Company's contingency planning was conducted early and it
moved to garner all Government support to protect cash.
Approximately 95% of the Group's staff have now been formally
furloughed at 80% pay (for April) and the CEO, Chairman and each of
the Non-Executive Directors has taken a 50% reduction in
salary/fees for the duration of the crisis. Furthermore, the
Company's planned GBP3 million marketing investment, to update and
modernise the brand communication and mitigate lead cost inflation,
has been halted. As a consequence, cash outflow run rate is
expected to be c.GBP0.8 million a month for the duration of the
Company's shutdown.
Use of Proceeds
The primary purpose of the Placing is to strengthen the balance
sheet in this time of crisis.
Having ensured the safety of the Company's staff and customers,
the key objective for the Board is now to ensure the business is
well capitalised, using all potential options available to the
Company, including the Government's Job Retention Scheme. The 'base
case' scenario is no installation activity and thus revenue until
the end of June and the business can manage this with a range of
cash protection measures. If the shutdown continues beyond this
timescale, however, the cash position becomes more difficult to
manage, although the Company can draw upon further mitigating
measures to conserve cash. The funds raised will provide a strong
cash buffer and ensures the Company can remain in business through
and out of the crisis against even a most extreme case of no
revenue for the remainder of the year, subject to the Government's
Job Retention Scheme, HMRC payment deferral agreements remaining in
place and the continued waiver of covenants by the primary lender
beyond September.
Once the situation improves, and with GBP3 million (retail
value) of manufactured customer stock in its depots ready to fit as
soon as it is safe to do so, the Company can immediately proceed
with installations without the need to re-start the factory, sales
or support functions.
Strategic Priorities
The Company's immediate strategic imperatives are to support its
staff and customers through the crisis and to protect the balance
sheet.
The Company's ongoing strategic priorities, once business
restarts following the lock-down, and as previously outlined,
remain as follows:
1. Improving the national sales and depot network by:
-- leveraging the excellent management information now available to it;
-- levelling up the performance of each location with clear standard operating procedures; and
-- provision of consistent training.
2. Sustaining momentum in compliance and customer service by:
-- providing excellent customer service with progress made in
2019, cutting installation quality issues by c.30%; and
-- continuing to embed the Company's new compliance standards.
3. Modernising value brand by:
-- continuing to update and modernise its value brand communication; and
-- returning to mass media TV brand investment to drive growth
and mitigate lead cost inflation.
Current Cash position and Covenant Waiver
As at 30 March 2020, the Company had access to cash and working
capital facilities in excess of GBP8 million which, together with
the net Placing Proceeds of approximately GBP8.2 million would,
even at current operational levels, be sufficient to allow the
Group to continue in business for the foreseeable future. As part
of the strategy to strengthen its financial position in a time of
crisis, the Company has reached agreement with its primary lender,
Aurelius Finance Company ("Aurelius") in relation to its GBP7.5m
facility comprising a GBP4.5m term loan and a GBP3.0m revolving
credit facility ("RCF"). The facility expires in October 2021.
The facility has the following financial covenants:
-- EBITDA - monthly test on a rolling 12 month basis
-- Borrowing base - drawn facility has to be less than 75% of
assets plus credit card finance/finance receivables
-- Monthly cleandown - drawings on the RCF have to be zero for five business days each month
The Company is pleased to announce that, conditional on
completion of the Placing, these covenants will be waived (the
"Waiver") for up to six months to apply for the entire shutdown
period and a reduced EBITDA covenant target for the remainder of
the year following resumption of trading has also been agreed. This
Waiver has been agreed with Aurelius at no additional cost to the
Company.
Furthermore, a further output to the supportive discussions with
Aurelius is that the facility has also been extended to October
2023, once again at no additional cost, which underpins the working
capital funding requirements well beyond the current facility
term.
Details of the Placing
Structure
The Directors have given careful consideration as to the
structure of the proposed Placing and concluded it is most suitable
option available to the Company and the Shareholders at this
time.
Placing Shares will be issued through the Placing at 17 pence
per Placing Share to raise gross proceeds of GBP8.5 million.
The allotment and issue of the Placing Shares is conditional on
an increase in the Company's authorised share capital and the
approval from Shareholders for the Directors to allot the Placing
Shares and for pre-emption rights to be disapplied in respect of
such allotment. The Placing Resolutions comprise the relevant
approvals required to implement the Placing.
Bookbuild
The Placing will be conducted by Zeus Capital and Liberum in
accordance with the terms and conditions set out in the Appendix to
this Announcement. The Bookbuild will determine demand for and
participation in the Placing. The Bookbuild will commence with
immediate effect following this Announcement and is expected to
close on 8 April 2020.
The timing of the close of the Bookbuild is at the absolute
discretion of Zeus Capital, Liberum and the Company, and Zeus
Capital, Liberum and the Company reserve the right to close the
Bookbuild process earlier or later without further notice. The
allocations will be determined together by Zeus Capital, Liberum
and the Company, in their absolute discretion, and will be
confirmed orally by Zeus Capital and Liberum following the close of
the Bookbuild. A further announcement will then be made as soon as
practicable following the completion of the Bookbuild.
Principal Terms of the Placing
In accordance with the terms of the Placing Agreement, Zeus
Capital and Liberum have jointly, as agents for the Company,
conditionally placed, with institutional and other investors
(including all of the Directors), the Placing Shares at the Issue
Price to raise gross proceeds of GBP8.5 million. The Issue Price of
17 pence per Placing Share represents a premium of c. 1.6% to the
mid-market closing price of its Ordinary Shares on 7 April 2020
(which was c. 16.7 pence per share).
The Placing is not being underwritten.
Under the Placing Agreement, the Company has agreed to pay to
Zeus Capital and Liberum a fixed sum and commissions based on the
aggregate value of the Placing Shares placed at the Issue Price and
the costs and expenses incurred in relation to the Placing together
with any applicable VAT.
Conditionality
The Placing is conditional, amongst other things, upon the
following:
-- the passing, without amendment, of the Placing Resolutions at the General Meeting;
-- the publication of the results of the Placing via a
regulatory information service on 8 April 2020 (or such later time
and/or date as the Zeus Capital, Liberum and the Company may
agree);
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms; and
-- Admission occurring by no later than 8.00 a.m. on 28 April
2020 (or such later time and/or date as may be agreed between the
Company, Zeus Capital and Liberum, being no later than 5.00 p.m. on
11 May 2020).
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Placing will lapse and the Placing
Shares will not be allotted and issued and no monies will be
received by the Company from investors in respect of the Placing
Shares.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission is
expected to take place, and dealings on AIM are expected to
commence, at 8.00 a.m. on 28 April 2020 (or such later time and/or
date as may be agreed between the Company, Zeus Capital and
Liberum, being no later than 5.00 p.m. on 11 May 2020). No
temporary documents of title will be issued.
Effect of the Placing
The Placing Shares will, following Admission, rank pari passu in
all respects with the existing Ordinary Shares and will carry the
right to receive all dividends and distributions declared, made or
paid on or in respect of the Ordinary Shares after Admission.
Upon completion of the Placing, assuming full take-up, the
Placing Shares will represent approximately 37.6% of the enlarged
share capital.
The final number of Placing Shares will be agreed by Zeus
Capital, Liberum and the Company at the close of the Bookbuild and
the result will be announced as soon as practicable thereafter.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Zeus Capital and
Liberum, as agents for the Company, have agreed to use their
respective reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing Agreement is
conditional upon, amongst other things, the conditions set out
above in the paragraph headed "Conditionality" and none of the
warranties given to Zeus Capital and Liberum prior to Admission
being or becoming untrue, inaccurate or misleading in any material
respects.
The Placing Agreement contains customary warranties given by the
Company in favour of Zeus Capital and Liberum in relation to,
amongst other things, the accuracy of the information in this
document and other matters relating to the Group and its business.
In addition, the Company has agreed to indemnify each of Zeus
Capital and Liberum (and their respective affiliates) in relation
to certain liabilities which they may incur in respect of the
Placing.
Each of Zeus Capital and Liberum has the right to terminate the
Placing Agreement in certain circumstances prior to Admission. In
particular, in the event of any material breach of the warranties
or a material adverse change or if the Placing Agreement does not
become unconditional.
The Board has given careful consideration to the structure of
the equity fundraising and has concluded that the Placing is the
most suitable option available to the Company at this time. The
Company is grateful for the support of all its Shareholders and is
very mindful that the Placing represents significant dilution to
Shareholders. It has not been practical to implement a rights issue
or other fully pre-emptive offer to all Shareholders for the
proposed equity fundraising, primarily because such an offer would
require a prospectus to be approved by the United Kingdom Listing
Authority and the Jersey Financial Services Commission, the timing
of which was not compatible with the Company's financial
position.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN RELATION TO THE
PLACING
Announcement of the results 8 April 2020
of the Placing
Dispatch of the circular and 9 April 2020
form of proxy
Latest time and date for receipt 10.00 a.m. on 23 April 2020
of forms of proxy for the General
Meeting
General Meeting 10.00 a.m. on 27 April 2020
Admission of the Placing Shares 8.00 a.m. on 28 April 2020
to trading on AIM
Forward-looking statements
This announcement contains statements about Safestyle that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Safestyle.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules for Companies, the Prospectus Rules, the FSMA
and/or the EU Market Abuse Regulation), does not undertake any
obligation to update publicly or revise any forward-looking
statements (including to reflect any change in expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based). All subsequent oral or
written forward-looking statements attributed to Safestyle or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward-looking
statements contained in this announcement are based on information
available to the Directors of Safestyle at the date of this
announcement, unless some other time is specified in relation to
them, and the posting or receipt of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth herein since such date.
Appendix
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
1. Introduction
Members of the public are not eligible to take part in the
Placing. This announcement and the terms and conditions set out and
referred to herein are directed only at persons selected by Zeus
Capital and Liberum Capital (the "Bookrunners") who are (a) persons
in member states of the European Economic Area who are "Qualified
Investors", as defined in Article 2(e) of Regulation 2017/1129/EU
(the "Prospectus Regulation") and (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
"Order") or fall within the definition of "High Net Worth
Companies, Unincorporated Associations etc" in article 49(2)(a) to
(d) of the Order and (ii) are Qualified Investors or (c) otherwise
to persons to whom it may otherwise lawfully be communicated (all
such persons together being referred to as "relevant persons").
This announcement and the terms and conditions set out herein must
not be acted on or relied on by persons who are not relevant
persons. By accepting this announcement, you represent and agree
that you are a Relevant Person. Any investment or investment
activity to which this announcement and the terms and conditions
set out herein relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
Distribution of this announcement in certain jurisdictions may
be restricted or prohibited by law. Persons distributing this
announcement must satisfy themselves that it is lawful to do
so.
The new Ordinary Shares (as defined below) in the capital of the
Company that are the subject of the Placing (the "Placing Shares")
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act") or
under the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States absent
registration, except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the US
Securities Act. No public offering of the Placing Shares is being
made in the United States, the United Kingdom or elsewhere.
An investment in the Placing Shares is subject to a number of
risks. Before making an investment decision with respect to the
Placing Shares, prospective investors should carefully consider the
risks associated with an investment in the Company, the Company's
business and the industry sector in which the Company operates, in
addition to all of the other information set out in this
announcement and that which is lawfully publicly available.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND ANNOUNCEMENTS
RELATING TO THE PLACING, ANY PART OF ANY OF THEM OR ANY INFORMATION
CONTAINED IN ANY OF THEM MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
This announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to purchase any Placing Shares in any
jurisdiction in which such offer or solicitation is or may be
unlawful. Subject to certain exceptions, this announcement and the
information contained herein is not and should not be forwarded or
distributed in whole or in part, directly or indirectly, in, into
or within the United States, Australia, New Zealand, Canada, Japan
or the Republic of South Africa or in any other jurisdiction in
which such publication or distribution is unlawful, to the extent
that it would be unlawful to publish or distribute it. Persons into
whose possession this announcement may come are required by the
Company to inform themselves about and to observe any restrictions
of transfer of this announcement.
Notwithstanding the foregoing, the Company reserves the right to
offer and deliver and the Placing Shares may be offered to and
acquired by, a limited number of persons in the United States
reasonably believed to be "qualified institutional buyers" ("QIBs")
within the meaning of Rule 144A under the US Securities Act ("Rule
144A"), in transactions exempt from, or not otherwise subject to,
the registration requirements of the US Securities Act. The Placing
Shares being offered and sold outside the United States are being
offered and sold in "offshore transactions" as defined in and
pursuant to Regulation S under the US Securities Act ("Regulation
S").
No prospectus has been filed or will be filed, and no receipt
for a prospectus has been obtained or will be obtained, from the
securities commission or equivalent authority of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, New Zealand,
Canada, Japan or the Republic of South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, New
Zealand, Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section of this announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood the contents of this announcement in their
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this
announcement.
Information 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 Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) 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 offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (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.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given, will be deemed to
have read and understood the contents of this announcement in their
entirety and to be making such offer on the Terms and Conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this announcement.
In particular each such Placee represents, warrants and
acknowledges that:
i. 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;
ii. it is acquiring the Placing Shares for its own account or
for an account with respect to which it exercises sole investment
discretion; and
iii. if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, 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 any member state of the EEA 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 or in
circumstances in which the prior consent of the Bookrunners has
been given to each such proposed offer or resale.
2. Placing
Each of Zeus Capital and Liberum Capital is acting as the
Company's agent in respect of the Placing. Zeus Capital and Liberum
Capital shall determine the extent of each Placee's participation
in the Placing. No commissions will be paid to or by Placees in
respect of their agreement to subscribe for any Placing Shares.
Each Placee will be required to pay to either Zeus Capital or
Liberum Capital (as the case may be), on the Company's behalf as
agents (or to such settlement agent as shall be described), the
Placing Price as the subscription sum for each Placing Share that
it is required to subscribe for in accordance with the terms set
out in or referred to in this announcement. Each Placee's
obligation to subscribe and pay for Placing Shares under the
Placing will be owed to each of the Company and Zeus Capital or
Liberum Capital (as the case may be). Each Placee will be deemed to
have read this announcement in its entirety. Neither of the Brokers
nor any other Broker Person will have any liability (subject only
to applicable legislation and regulations) to Placees or to any
person other than the Company in respect of the Placing.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Zeus Capital or Liberum Capital may sell any or
all of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for its account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due (as more particularly
described in paragraph 7 below). The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax or securities transfer tax (together with any interest or
penalties) which may arise in any jurisdiction upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on Zeus Capital and/or
Liberum Capital all such authorities and powers necessary or
desirable to carry out any such sale and agrees to ratify and
confirm all actions which Zeus Capital and/or Liberum Capital
lawfully takes in pursuance of such sale. Various dates referred to
in this announcement are stated on the basis of the expected
timetable for the Placing. It is possible that some of these dates
may be changed other than the Long Stop Date referred to below. The
expected date for Admission of the Placing Shares is 28 April 2020.
In any event, the latest date for Admission is 11 May 2020 ("the
Long Stop Date").
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
announcement and on the terms contained or referred to in it . No
admission document for the purposes of the AIM Rules for Companies,
or prospectus, is required to be published, or has been or shall be
published, in relation to the Placing or the Placing Shares.
3. Participation and settlement
Participation in the Placing is only available to persons who
are invited to participate in it by Zeus Capital or Liberum Capital
.
To participate in the Placing, a Placee should communicate its
offer to subscribe for a fixed number of Placing Shares under the
Placing orally or in writing to Zeus Capital or Liberum Capital (as
the case may be). Such offer will constitute a legally binding
irrevocable commitment on such Placee's part to subscribe for that
number of Placing Shares at the Placing Price on the terms and
subject to the conditions set out or referred to in this
announcement and subject to the Company's memorandum and articles
of association. Such commitment is not capable of variation,
termination or rescission by the Placee in any circumstances except
fraud. All such obligations are entered into by the Placee with the
Bookrunners acting in their capacity as agents of the Company and
are therefore directly enforceable by the Company.
If successful, each Placee's allocation of Placing Shares will
be agreed between the Bookrunners and the Company and will be
confirmed orally or in writing to each Placee by the Bookrunner (as
agent for the Company). Oral or written confirmation (at the
Bookrunners' discretion) from the Bookrunners to such Placee
confirming its allocation will constitute a legally binding
commitment upon such Placee (who at that point will become a
Placee), in favour of the Bookrunners and the Company to acquire
the number of Placing Shares allocated to it. Each Placee has an
immediate, separate, irrevocable and binding obligation owed to the
relevant Bookrunner, as agent for the Company, to pay the relevant
Bookrunner's settlement agent (or as they may direct) in cleared
funds an amount equal to the product of the Placing Price and the
total number of Placing Shares such Placee has agreed to subscribe
for in the Placing. After such agreement is entered into, contract
notes will be dispatched to the Placee by Zeus Capital or Liberum
Capital (as the case may be) stating (i) the number of Placing
Shares for which such Placee has agreed to subscribe, (ii) the
aggregate amount such Placee will be required to pay for those
Placing Shares, (iii) relevant settlement information and (iv)
settlement instructions.
Zeus Capital and Liberum Capital (after consulting with the
Company) reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee or the number of Placing
Shares to be subscribed for by all Placees in aggregate. Zeus
Capital and Liberum Capital also reserve the right not to offer
allocations of Placing Shares to any person and not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. Zeus Capital and Liberum Capital shall
be entitled to effect the Placing by such method as they shall in
their sole discretion lawfully determine in the exercise of their
appointments and the powers, authority and discretion conferred on
them as Bookrunners.
To the fullest extent permissible by law, neither Zeus Capital
nor Liberum Capital nor any holding company thereof, nor any
subsidiary, branch or affiliate of Zeus Capital or Liberum Capital
(each an "Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, neither Liberum Capital or Zeus Capital, nor any of
their Affiliates nor any person acting on behalf of any such person
shall have any liability to Placees in respect of their conduct of
the Placing.
Settlement of transactions in the Placing Shares will take place
within the CREST system, subject to certain exceptions, on a
"delivery versus payment" (or "DVP") basis. Zeus Capital and/or
Liberum Capital (as the case may be) reserves the right to require
settlement for and/or delivery to any Placee of any Placing Shares
by such other means as it deems appropriate if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out herein.
A Placee whose Placing Shares are to be delivered to a custodian
or settlement agent should ensure that the written confirmation is
copied and delivered promptly to the appropriate person within that
organisation.
4. Placing Agreement
Zeus Capital and Liberum Capital have entered into the Placing
Agreement with the Company under which Zeus Capital and Liberum
Capital have agreed on a conditional basis to use their reasonable
endeavours as the Company's agents to procure subscribers at the
Placing Price for the Placing Shares. The Placing will not be
underwritten by either of the Bookrunners or by any other person.
This announcement gives details of the terms and conditions of, and
the mechanics for participation in, the Placing.
5. Placing conditions
The Placing is conditional on (i) each of Zeus Capital's and
Liberum Capital's obligations under the Placing Agreement not being
terminated in accordance with its terms, (ii) Admission of the
Placing Shares taking place by the relevant time and date stated
herein , and (iii) each of Zeus Capital's and Liberum Capital's
obligations under the Placing Agreement becoming unconditional in
all other respects. Zeus Capital and Liberum Capital may extend the
time and/or date for the fulfilment of any of the conditions
referred to above to a time no later than 8.00 a.m. on the Long
Stop Date.
If any such condition is not fulfilled (and, if capable of
waiver under the Placing Agreement, is not waived by Zeus Capital
and Liberum Capital) by the relevant time, or if the Placing
Agreement is terminated in accordance with the provisions set out
below the Placing will lapse and each Placee's rights and
obligations in respect of the Placing will cease and terminate at
such time.
Each of Zeus Capital's and Liberum Capital's obligations under
the Placing Agreement may be terminated by Zeus Capital and Liberum
Capital at any time prior to Admission in certain circumstances
including, among other things, following a breach of the Placing
Agreement by the Company and/or the occurrence of certain force
majeure events as provided in the Placing Agreement. The exercise
of any right of termination pursuant to the Placing Agreement, any
waiver of any condition in the Placing Agreement and any decision
by Zeus Capital and Liberum Capital whether or not to extend the
time for satisfaction of any condition in the Placing Agreement
will be within their absolute discretion (as is the exercise of any
of their rights or powers that are referred to in this
announcement).
None of Zeus Capital, Liberum Capital or the Company will have
any liability to any Placee or to anyone else in respect of any
such termination, waiver or extension or any decision to exercise
or not to exercise any such right of termination, waiver or
extension in respect of the Placing Agreement or the Placing
generally.
6. Placees' warranties and undertakings to the Company, Zeus Capital and Liberum Capital
By agreeing with Zeus Capital and Liberum Capital, as agents of
the Company, to subscribe for Placing Shares under the Placing,
each Placee (and any person acting on a Placee's behalf)
irrevocably acknowledges, confirms, represents, warrants and
undertakes to, and agrees with, each of the Company, Zeus Capital
and Liberum Capital, in each case as a fundamental term of such
Placee's application for Placing Shares and of the Company's
obligation to allot and/or issue any Placing Shares to it or at its
direction, that:
(a) it has read this announcement in its entirety and agrees to
and accepts all the terms set out and referred to in this
announcement;
(b) its Placing Participation on the Terms and Conditions set
out in this announcement is legally binding, irrevocable and is not
capable of termination or rescission by such Placee in any
circumstances and that it has the funds available to pay the
Placing Price in respect of the Placing Shares for which it has
given a commitment under the Placing;
(c) it has not relied on, received or requested nor does it have
any need to receive, any prospectus, offering memorandum, listing
particulars or any other announcement (other than this
announcement), any information given or any representations,
warranties, agreements or undertakings (express or implied),
written or oral, or statements made at any time by the Company or
Liberum Capital or Zeus Capital or by any subsidiary, holding
company, branch or associate of the Company or Liberum Capital or
Zeus Capital or any of their respective officers, directors,
agents, employees or advisers, or any other person in connection
with the Placing, the Company and its subsidiaries or the Placing
Shares and that in making its application under the Placing it is
relying solely on the information contained this announcement and
it will not be relying on any agreements by the Company and its
subsidiaries or Liberum Capital or Zeus Capital, or any director,
employee or agent of the Company or Liberum Capital or Zeus Capital
other than as expressly set out in this announcement, for which
neither Liberum Capital, Zeus Capital nor any of their directors
and/or employees and/or person(s) acting on their behalf shall to
the maximum extent permitted under law have any liability except in
the case of fraud;
(d) it is sufficiently knowledgeable to understand and be aware
of the risks associated with, and other characteristics of, the
Placing Shares and, among others, of the fact that it may not be
able to resell the Placing Shares except in accordance with certain
limited exemptions under applicable securities legislation and
regulatory instruments;
(e) its rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
announcement and will not be subject to rescission or termination
by it in any circumstances;
(f) it has not been, and will not be, given any representation
or warranty in relation to the Placing Shares or to the Company or
to any other member of its Group in connection with the Placing,
other than (i) by the Company as included or referred to in this
announcement, and (ii) by the Company to the effect that at the
time that the Placee enters into a legally binding commitment to
subscribe for Placing Shares pursuant to the Placing the Company
will not then be in breach of its obligations under the London
Stock Exchange's AIM Rules for Companies or under MAR to disclose
publicly in the correct manner all such information as is then
required to be so disclosed by the Company;
(g) it has not relied on any representation or warranty in
reaching its decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(h) it is not a client of Zeus Capital or Liberum Capital in
relation to the Placing and neither Zeus Capital nor Liberum
Capital is acting for it in connection with the Placing and will
not be responsible to it in respect of the Placing for providing
protections afforded to their respective clients;
(i) it has not been, and will not be, given any representation
or warranty by any Broker Person in relation to any Placing Shares,
the Company or any other member of its Group and no Broker Person
will have any liability to it for any information contained in this
announcement or which has been published by the Company or
otherwise made lawfully publicly available or for any decision by
it to participate in the Placing based on any such information or
on any other information provided to it;
(j) it acknowledges that the content of this announcement is
exclusively the responsibility of the Company, and that none of the
Bookrunners, their respective affiliates or any person acting on
its or their behalf has or shall have any liability for any
information, representation or statement contained in this
announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this
announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is described in this announcement, 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 Zeus Capital,
Liberum Capital, the Company or any of their respective directors,
officers or employees or any person acting on behalf of any of
them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the respective research departments of
Zeus Capital or Liberum Capital), and neither Zeus Capital, Liberum
Capital nor the Company 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 solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that Zeus Capital, Liberum
Capital, their affiliates or any other person acting on its or
their behalf has or may have conducted;
(k) it will be responsible for any stamp duty or stamp duty
reserve tax or securities transfer tax in relation to the Placing
Shares comprised in its Placing Participation and that none of
Liberum Capital, Zeus Capital or the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or
securities transfer tax in relation to the Placing Shares comprised
in such Placee's Placing Participation;
(l) each Placee acknowledges and agrees that the Placing
Participation confirmed orally or in writing by each Placee to the
relevant Bookrunner (as agent for the Company) and further
confirmed orally or in writing by the relevant Bookrunner is a
legally binding contract between it and Liberum Capital or Zeus
Capital and the Company, subject to any scaling back, as described
above, in the Bookrunners' absolute discretion and the Terms and
Conditions of such Placee's Placing Participation will be governed
by, and construed in accordance with, the laws of England, to the
exclusive jurisdiction of whose courts such Placee irrevocably
agrees to submit;
(m) it will pay the full subscription sum at the Placing Price
as and when required in respect of all Placing Shares for which it
is required to subscribe under its Placing participation and will
do all things necessary on its part to ensure that payment for such
shares and their delivery to it or at its direction is completed in
accordance with the standing CREST instructions (or, where
applicable, standing certificated settlement instructions) that it
has in place with Zeus Capital or Liberum Capital (as the case may
be) or puts in place with Zeus Capital or Liberum Capital (as the
case may be) ;
(n) it is permitted to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended)) and has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such subscription, and it will provide
promptly to Zeus Capital or Liberum Capital (as the case may be)
such evidence, if any, as to the identity or location or legal
status of any person which Zeus Capital or Liberum Capital (as the
case may be) may request from it in connection with the Placing
(for the purpose of complying with any such laws or ascertaining
the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
Zeus Capital or Liberum Capital (as the case may be) on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be allotted and/or issued to it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as Zeus Capital or Liberum Capital (as the case may be) may
decide;
(o) if it has received any "inside information" (as defined in
the Market Abuse Regulation No. 596/2014) about the Company in
advance of the Placing, it has not (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in
the securities of the Company; or (iii) disclosed such information
to any person, prior to the information being made generally
available;
(p) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(q) it is a Relevant Person;
(r) 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, (ii) it is and will remain liable to the Company and/or Zeus
Capital and/or Liberum Capital 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), (iii) it is both an
"authorised person" for the purposes of FSMA and a "qualified
investor" as defined at Article 2(e) of the Prospectus Regulation
("Qualified Investor") acting as agent for such person, and (iv)
such person is either (1) a Qualified Investor or (2) its "client"
(as defined in section 86(2) of FSMA) that has engaged it to act as
his agent on terms which enable it to make decisions concerning the
Placing or any other offers of transferable securities on his
behalf without reference to him;
(s) nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the Prospectus Rules or in accordance with any other
laws applicable in any part of the European Union or the European
Economic Area;
(t) it will not treat any Placing Shares in any manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of its participation in the Placing will
contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company and/or Zeus
Capital and/or Liberum Capital (as the case may be) to contravene
any such legislation in any respect;
(u) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S) (i) none of the
Placing Shares have been or will be registered under the US
Securities Act or under the securities laws of any State of or
other jurisdiction within the United States, (ii) subject to
certain exceptions, Placing Shares may not be offered or sold,
resold, or delivered, directly or indirectly, into or within the
United States or to, or for the account or benefit of, any US
person, (iii) it is (unless otherwise expressly agreed with Zeus
Capital and Liberum Capital (as the case may be) ) neither within
the United States nor a US person, (iv) it has not offered, sold or
delivered and will not offer sell or deliver any of the Placing
Shares to persons within the United States, directly or indirectly,
(v) neither it, its affiliates, nor any persons acting on its
behalf, has engaged or will engage in any directed selling efforts
with respect to the Placing Shares, (vi) it will not be subscribing
Placing Shares with a view to resale in or into the United States,
and (vii) it will not distribute this announcement or any offering
or other material relating to Placing Shares, directly or
indirectly, in or into the United States or to any persons resident
in the United States;
(v) Zeus Capital and/or Liberum Capital (as the case may be) may
itself agree to become a Placee in respect of some or all of the
Placing Shares or by nominating any other relevant Broker Person or
any person associated with any Broker Person to do so;
(w) time is of essence as regards its obligations under this announcement;
(x) this announcement and any contract which may be entered into
between it and Zeus Capital or Liberum Capital (as the case may be)
and/or the Company pursuant to this announcement or the Placing,
and all non-contractual obligations arising between the Placee and
Zeus Capital or Liberum Capital (as the case may be) and/or the
Company in respect of the Placing, will be governed by and
construed in accordance with the laws of England, for which purpose
it submits (for 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 or relating
to this announcement or such contract, except that each of the
Company, Zeus Capital and Liberum Capital will have the right to
bring enforcement proceedings in respect of any judgment obtained
against such Placee in the English courts or in the courts of any
other relevant jurisdiction ;
(y) it agrees that the Company, Zeus Capital, Liberum Capital
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 Zeus Capital
on its own behalf, to Liberum Capital on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
(z) it agrees to indemnify on an after-tax basis and hold the
Company, Zeus Capital, Liberum Capital 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 its breach of any of the representations,
warranties, acknowledgements, agreements and undertakings in this
announcement and further agrees that the provisions of this
announcement shall survive after completion of the Placing;
(aa) it acknowledges that no action has been or will be taken by
any of the Company, Zeus Capital, Liberum Capital or any person
acting on behalf of the Company, Zeus Capital or Liberum Capital
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;
(bb) it acknowledges that its commitment to subscribe for
Placing Shares on the terms set out herein and in the trade
confirmation or contract note 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 the Company's conduct of
the Placing;
(cc) it represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulations;
(dd) to the fullest extent permitted by law, it acknowledges and
agrees to each of the disclaimers contained in this
announcement;
(ee) each right or remedy of the Company or Zeus Capital or
Liberum Capital (as the case may be) provided for in this
announcement is in addition to any other right or remedy which is
available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy;
(ff) any announcement that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at
any address provided by it to Zeus Capital or Liberum Capital (as
the case may be) ;
(gg) nothing in this announcement will exclude any liability of
any person for fraud on its part, and all times and dates in or
referred to in this announcement are subject to amendment at the
discretion of Zeus Capital and Liberum Capital except that in no
circumstances will the date scheduled for Admission be later than
the Long Stop Date; and
(hh) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of its obligations in respect of the Placing.
7. Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Zeus Capital's or Liberum Capital's
(as the case may be) (or their respective settlement agent's)
receipt of payment in full for such shares by the relevant time to
be stated in the written confirmation referred to above, or by such
later time and date as Zeus Capital or Liberum Capital (as the case
may be) may determine, and otherwise in accordance with that
confirmation's terms. Zeus Capital or Liberum Capital (as the case
may be) may waive this condition, and will not be liable to any
Placee for any decision to waive it or not.
If any Placee fails to make such payment by the required time
for any Placing Shares (1) the Company may release itself, and (if
it decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to such Placee
or at its direction which are then unallotted and/or unissued, (2)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its constitution or by law and to the extent that
such Placee then has any interest in or rights in respect of any
such shares, (3) the Company or, as applicable, Zeus Capital and/
or Liberum Capital (as the case may be), may sell (and each of them
is irrevocably authorised by such Placee to do so) all or any of
such shares on such Placee's behalf and then retain from the
proceeds, for the account and benefit of the Company or, where
applicable, Zeus Capital and/ or Liberum Capital (as the case may
be), (i) any amount up to the total amount due to it as, or in
respect of, subscription monies, or as interest on such monies, for
any Placing Shares and (ii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it
in respect of such sale, and (4) such Placee will remain liable to
the Company and to Zeus Capital and/ or Liberum Capital (as the
case may be) for the full amount of any losses and of any costs
which it may suffer or incur as a result of it (i) not receiving
payment in full for such Placing Shares by the required time,
and/or (ii) the sale of any such Placing Shares to any other person
at whatever price and on whatever terms are actually obtained for
such sale by or for it. Interest may be charged in respect of
payments not received by Zeus Capital, and/ or Liberum Capital (as
the case may be) for value by the required time referred to above
at the rate of two percentage points above the base rate of
Barclays plc.
8. Overseas jurisdictions
The distribution of this announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Persons who seek to participate in the Placing
must inform themselves about and observe any such restrictions. In
particular, this announcement does not constitute or form part of
any offer or invitation, or a solicitation of any offer or
invitation, to subscribe for or acquire or sell or purchase or
otherwise deal in any Ordinary Shares in the United States, Canada,
Japan, Republic of Ireland or Australia or in any other
jurisdiction in which any such offer, invitation or solicitation is
or would be unlawful, save to the extent it is lawful to do so. The
Placing Shares have not been and will not be registered under the
US Securities Act or under the securities laws of any state of or
other jurisdiction of the United States, and, subject to certain
exceptions, may not be offered or sold, resold or delivered,
directly or indirectly, in or into the United States, or to, or for
the account or benefit of, any US persons (as defined in Regulation
S). This announcement and the Placing Shares have not been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities
passed upon, or endorsed the merits of, the offering of the Placing
or the accuracy or adequacy of this document. Any representation to
the contrary is a criminal offence in the United States. No public
offering of the Placing Shares is being or will be made in the
United States.
Subject to certain limited exceptions, any person who subscribes
for the Placing Shares will be deemed to have declared,
represented, warranted and agreed to, by accepting delivery of this
document or by applying for the Placing Shares, and accepting
delivery of the Placing Shares, the representations and warranties
set out in paragraph (u) of this announcement.
Notwithstanding the above, the Company reserves the right to
make the Placing Shares available within the United States to
institutional investors reasonably believed to be QIBs in
transactions exempt from, or not subject to, the registration
requirements of the US Securities Act. Any such transactions shall
be at the sole discretion of the Company, Zeus Capital and Liberum
Capital. Any person reasonably believed to be a QIB to whom Placing
Shares are offered and by whom Placing Shares are acquired will be
required to execute and deliver an investor representation letter
provided by the Company setting out certain restrictions and
procedures regarding the Placing Shares. The investor
representation letter will require each QIB to represent and agree
among other things that: (i) it is a QIB; and (ii) it will only
offer, sell, transfer, assign, pledge or otherwise dispose of the
Placing Shares in transactions exempt from or not subject to the
registration requirements of the US Securities Act and in
compliance with applicable securities laws.
Prospective investors are hereby notified that sellers of the
Placing Shares may be relying on the exemption from the
registration provisions under Section 5 of the US Securities Act
provided by Rule 144A.
Potential purchasers of the Placing Shares in the United States
are advised to consult legal counsel prior to making any offer for,
resale, pledge or other transfer of such Placing Shares. Until 40
days after the commencement of the Placing, an offer, sale or
transfer of the Placing Shares within the United States by a dealer
(whether or not participating in the Placing) may violate the
registration requirements of the US Securities Act. No
representation has been, or will be, made by the Company, Zeus
Capital or Liberum Capital as to the availability of Rule 144 under
the US Securities Act or any other exemption under the US
Securities Act or any state securities laws for the reoffer, pledge
or transfer of the Placing Shares.
Any person in the United States who obtains a copy of this
document and who is not a QIB is required to disregard it.
9. Placing Shares
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
DEFINITIONS
In this announcement the following terms have the following
meanings:
Admission admission of the Placing Shares
to trading on AIM and such admission
becoming effective in accordance
with the AIM Rules;
AIM the AIM market operated by the London
Stock Exchange;
AIM Rules for Companies the rules of AIM as set out in the
publication entitled 'AIM Rules
for Companies' published by the
London Stock Exchange from time
to time;
Broker Person any person being (i) the Broker,
(ii) an undertaking which is a subsidiary
undertaking of the Broker, (iii)
a parent undertaking of the Broker
or a subsidiary undertaking of any
such parent undertaking, or (iv)
a director, officer, agent or employee
of any such person;
Brokers (or Broker) Zeus Capital and Liberum Capital
or either one of them as the context
may require;
Company Safestyle UK Plc, a company incorporated
and registered in the bailiwick
of Jersey with number 114327 which
has its registered office at 47
Esplanade, St Helier, Jersey JE1
0BD;
EU the European Union;
Euroclear Euroclear UK & Ireland Limited;
FSMA the UK Financial Services and Markets
Act 2000, as amended;
Group the Company and its subsidiary undertakings
(as defined in sections 1159 and
1160 of the Act) at the date of
the issue of this announcement;
Liberum Capital Liberum Capital Limited, a company
incorporated in England and Wales
with registered company number 05912504,
authorised and regulated by the
FCA;
London Stock Exchange London Stock Exchange plc;
MAR the Market Abuse Regulation 596/2014;
Ordinary Shares ordinary shares of GBP0.01 each
in the capital of the Company;
Placees the persons who have agreed to subscribe
for the Placing Shares;
Placing the placing by on behalf of the
Company of the Placing Shares;
Placing Agreement the conditional agreement proposed
to be made between the Company,
Zeus Capital Limited and Liberum
Capital relating to the Placing;
Placing Price 17 pence per Placing Share
Placing Shares the up to 50,000,000 new Ordinary
Shares to be issued by the Company
pursuant to the Placing;
Prospectus Rules the Prospectus Regulation Rules
published by the FCA;
UK or United Kingdom the United Kingdom of England, Scotland,
Wales and Northern Ireland; and
Zeus Capital or Zeus Capital Zeus Capital Ltd, a company incorporated
Ltd in England and Wales with registered
company number 04417845, authorised
and regulated by the FCA.
Terms defined elsewhere in this announcement have the same meanings,
unless the context requires otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEIRMFTMTAMBIM
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April 07, 2020 12:59 ET (16:59 GMT)
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