TIDMSOLI
RNS Number : 2283S
Solid State PLC
12 July 2022
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
REPUBLIC OF IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF SOLID STATE PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND CONDITIONS
OF THE PLACING. THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET
OUT IN APPIX II OF THIS ANNOUNCEMENT.
12 July 2022
Solid State plc
Proposed Acquisition
Proposed Placing to raise approximately GBP25 million
Open Offer to raise up to approximately GBP2 million
Solid State plc (AIM:SOLI), the specialist value added component
supplier and design-in manufacturer of computing, power and
communications products, announces that it has entered into a
conditional agreement to acquire Custom Power LLC. Custom Power is
a battery systems manufacturer and energy solutions provider based
near Los Angeles in the United States of America.
Pursuant to the terms of the Acquisition, the Company has agreed
to acquire the entire equity interest in Custom Power for a maximum
consideration of $45.0 million (c.GBP36.0 million) on a debt free,
cash free and normalised working capital basis. Initial cash
consideration of $30.0 million (c.GBP24.0 million) less a
non-refundable deposit of $1 million (c.GBP0.8 million) which has
already been paid, is payable in cash on Completion. Deferred
consideration of $10.0 million (c.GBP8.0 million) is payable in two
equal tranches at six and 12 months post Completion. Further
earn-out consideration of up $5 million (c.GBP4 million) subject to
a revenue performance target, is payable in cash. Further details
of the terms of the Acquisition are set out in the paragraph headed
" Terms of the Acquisition " in the Additional Information section
of this Announcement.
In addition to part finance the Acquisition, the Company
announces a proposed equity fundraise of approximately GBP27.15
million, before expenses, comprising a Placing to raise
approximately GBP25 million, an Open Offer to raise up to
approximately GBP2 million and a Directors' Subscription to raise
approximately GBP0.15 million (to be undertaken, when permitted, in
compliance with MAR). Pursuant to the Fundraising, the Company will
issue up to 2,647,669 new ordinary shares of 5 pence each
comprising an estimated 2,439,025 Placing Shares, up to 194,498
Open Offer Shares and up to 14,146 Directors' Subscription Shares
in each case at a price of 1,025 pence per New Ordinary Share. The
Acquisition is conditional, inter alia, on the Placing being
completed.
The Company's existing share authorities which permit it to
allot shares on a non-pre-emptive basis are insufficient to extend
to the New Ordinary Shares. As a result, the conditions to the
Placing, Open Offer and Directors Subscription include the approval
by the Company's Shareholders at the General Meeting of the
Resolution, granting authority to the Directors to allot the New
Ordinary Shares on a non-pre-emptive basis.
The Issue Price represents a discount of approximately 10.5 per
cent. to the closing mid-market price of 1,145 pence per Existing
Ordinary Share on 11 July 2022, being the latest practicable date
prior to the publication of this Announcement. The Issue Price has
been set by the Directors after consultation with the Joint
Bookrunners, following their assessment of market conditions and
discussions with a number of institutional investors.
WH Ireland Limited and finnCap Limited are acting as Joint
Bookrunners in connection with the Placing. The Placing is to be
conducted by way of an accelerated bookbuild process which will
commence immediately following this Announcement and will be
subject to the terms and conditions set out in Appendix III to this
Announcement and will close on 13 July 2022.
About Custom Power
Acquisition highlights
-- For its financial year ended 31 December 2021, Custom Power
generated revenues of approximately $ 29.8 million (c.GBP23.8
million) and an underlying EBITDA of $ 3.5 million (GBP2.8
million). The Directors consider that the underlying profits,
adjusted for US GAAP and non-recurring items would have been
pre-tax of $3.1 million (c.GBP2.5 million) and on a post-tax basis
$2.5 million (c.GBP2.0 million). Custom Power reported an EBITDA
margin of 11.7 per cent. and profit after tax margin of 6.3 per
cent, (pro forma 8.5 per cent.). As at 31 December 2021, Custom
Power had net assets of $ 8. 9million (c.GBP7.1 million). The
Directors consider the underlying net assets being acquired amount
to $6.8 million (c.GBP5.5 million) having been adjusted for
intangibles and net debt.
-- The Directors believe the Acquisition will be earnings
enhancing in its first full year, being the Company's year ending
31 March 2024.
-- The Directors consider that Custom Power has made a
satisfactory start to its financial year and its orderbook as at 31
May 2022 stood at $18.7 million (c.GBP15.0 million).
-- The Directors consider that the Acquisition will add scale to
the Group's power capabilities particularly in the defence, medical
and industrial markets which have high barriers to entry.
-- The Directors believe that the Acquisition will bring
benefits that are highly complementary to the Group and in-line
with the key tenets of the Group's strategy being to:
o internationalise the Group : the Acquisition provides Solid
State with additional US manufacturing capability and a contract
manufacturing relationship in Mexico and sales channels for own
brand power products and systems to service new international Tier
1 customers;
o develop the Group's "own brand" product portfolio : the
Acquisition provides Solid State with a portfolio of "own-brand"
semi-standard battery products adopted in the security and defence,
medical and industrial markets;
o broaden complementary product/ technology portfolio : Custom
Power has significant engineering expertise and strong tooling and
test capabilities. The Acquisition broadens the Group's product
portfolio with a tailorable suite of technologies and provides
Solid State the opportunity to cross sell its enhanced offering to
its enlarged customer base; and
o invest in and develop its talent : the Acquisition will
strengthen engineering team adding electronic engineering and
battery management systems software capabilities and experience to
the Group.
The Fundraising
Fundraising highlights
-- Fundraising by way of the Placing, Open Offer and Directors
Subscription to raise in aggregate approximately GBP27.15 million
(before expenses, assuming full subscription under the Open Offer
and the issue of the maximum number of Directors' Subscription
Shares).
-- The Placing with institutional investors to raise in
aggregate approximately GBP25 million (before expenses) through the
issue of an aggregate of up to 2,439,025 Placing Shares at the
Issue Price.
-- The Open Offer to Shareholders is intended to raise up to
approximately GBP2 million (assuming full subscription under the
Open Offer and before expenses) through the issue of an aggregate
of up to 194,498 Open Offer Shares at the Issue Price.
-- The Directors intend to subscribe for up to 14,146 Directors'
Subscription Shares as soon as they are able to do so, following
the release of the Company's results for year ended 31 March 2022
(when they are not in a MAR Closed period).
-- The Issue Price represents a discount of approximately 10.5
per cent. to the closing mid-market price of 1,145 pence per
Existing Ordinary Share on 11 July 2022, being the latest
practicable date prior to the publication of this Announcement.
-- The net proceeds of the Placing together with a new GBP13
million term loan with Lloyds Bank will be used to fund, inter
alia, the Initial Consideration.
-- The net proceeds of the Open Offer and the Directors'
Subscription will be used to supplement the Company's existing cash
resources.
-- The New Ordinary Shares, assuming full take-up under the
Placing, the Open Offer and the Directors' Subscription, will
represent approximately 23.6 per cent. of the Enlarged Issued Share
Capital.
The Fundraising comprises the Placing, Open Offer and the
Directors' Subscription. The Placing, Open Offer and Directors'
Subscription are each conditional on, among other matters, the
passing of the Resolution to be proposed at the General Meeting,
granting authority to the Directors to allot the New Ordinary
Shares on a non-pre-emptive basis, and on Admission.
The timing of the closing of the Bookbuild and the allocation of
Placing Shares to be issued at the Issue Price are to be determined
at the discretion of the Joint Bookrunners.
A further announcement will be made following the close of the
Bookbuild, confirming final details of the Placing.
The Fundraising is not being underwritten.
The expected timetable of principal events is set out in
Appendix I of this Announcement.
A circular containing details of the Acquisition, the
Fundraising and a notice of General Meeting, together with a proxy
form and (for Qualifying Non-CREST Shareholders) an Open Offer
Application Form will be despatched to Shareholders following the
announcement of the result of the Placing and will be available
after that time on the Company's website at www.solidstateplc.com
.
The expected timetable of principal events is set out in
Appendix I to this Announcement. The Placing is subject to the
terms and conditions set out in Appendix III to this Announcement.
Capitalised terms have the meaning set out in Appendix II to this
Announcement.
The basis of translation of dollars into pounds sterling for the
purposes of inclusion in this Announcement is $1.25/GBP1.00.
For further information please contact:
Solid State plc 01527 830 630
Gary Marsh - Chief Executive investor.information@solidstateplc.com
Peter James - Group Finance Director
WH Ireland (Nominated Adviser &
Joint Broker) 0202 220 1666
Mike Coe / Sarah Mather (Corporate
Finance)
Fraser Marshall (Corporate Broking/
Sales)
finnCap (Joint Broker) 020 7220 0500
Ed Frisby / Kate Bannatyne (Corporate
Finance)
Rhys Williams / Tim Redfern (Sales
/ ECM)
Walbrook PR (Financial PR) 020 7933 8780
Tom Cooper / Paul Vann 0797 122 1972
tom.cooper@walbrookpr.com
Analyst Research Reports: For further analyst information and
research see the Solid State plc website:
https://solidstateplc.com/research/
Notes to Editors:
Solid State plc (SOLI) is a value added electronics group
supplying commercial, industrial and military markets with durable
components, assemblies and manufactured units for use in specialist
and harsh environments. The Group's mantra is - 'Trusted technology
for demanding applications'. To see an introductory video on the
Group
- https://bit.ly/3kzddx7
Operating through two main divisions: Systems (Steatite &
Active Silicon) and Components (Solid State Supplies, Pacer, Willow
Technologies & AEC); the Group specialises in complex
engineering challenges often requiring design-in support and
component sourcing for computing, power, communications,
electronic, electro-mechanical and opto-electronic products.
Headquartered in Redditch, UK, Solid State employs approximately
300 staff across UK and US, serving specialist markets in
industrial, defence and security, transportation, medical and
energy.
Solid State was established in 1971 and admitted to AIM in June
1996. The Group has grown organically and by acquisition - having
made 12 acquisitions since 2002.
Additional Information
Background and reasons for, the Acquisition and Fundraising
Solid State has a clear and established strategy to grow
organically and through expanding its range of specialist
applications and international reach through the acquisition of
high-quality businesses across both its Components and Systems
Divisions. The Board believes that the acquisition of Custom Power,
a profitable and cash generative business, represents a further
step in building the Systems Division and in particular its power
capabilities, and has a clear fit with the Group's strategy.
The Board believes that the Acquisition will bring benefits that
are highly complementary to the Group and in-line with the key
tenets of the Group's strategy being to:
-- internationalise the Group : the Acquisition provides Solid
State with additional US manufacturing capability and a contract
manufacturing relationship in Mexico and sales channels for own
brand power products and systems to service new international Tier
1 customers;
-- develop the Group's "own brand" product portfolio : the
Acquisition provides Solid State with a portfolio of "own-brand"
semi-standard battery products adopted in the security and defence,
medical and industrial markets;
-- broaden complementary product/ technology portfolio : Custom
Power has significant engineering expertise and strong tooling and
test capabilities. The Acquisition broadens the Group's product
portfolio with a tailorable suite of technologies and provides
Solid State with the opportunity to cross sell its enhanced
offering to its enlarged customer base; and
-- invest in and develop its talent : the Acquisition will
strengthen the engineering team adding electronic engineering and
battery management systems software capabilities and experience to
the Group.
Custom Power's markets are technology led and priorities for
government backed funding and its products and solutions are niche
engineered high reliability/performance applications where size
weight and power matter. The Director's believe Custom Power will
provide a step change in the scale and reach of the Group's power
capabilities particularly in the defence, medical and industrial
markets which have high barriers to entry.
Both Solid State and Custom Power focus on battery pack
manufacturing which comprises the battery management systems,
module design and pack materials and pack assembly. This is the
final stage of the battery pack supply chain and UK Research and
Innovation: Faraday Battery Challenge estimate it represents
approximately 26 per cent. of its value. Following the Acquisition,
the Group will have a substantial power business unit which the
Directors believe will account for circa 30 per cent. of the
Enlarged Group's revenue.
The Directors believe Custom Power is a highly complementary
business and will be a good cultural fit with the existing Group.
It has an experienced leadership team with strong engineering
expertise, consistent business values and principles, an aligned
commercial approach and comparable operational procedures. The
Directors believe that these factors will help reduce integration
risk.
In order to obtain the Earn-out Consideration Custom Power will
need to generate revenue of $37.5 million (c.GBP30.0 million) on a
last 12 month basis within 18 months of Completion. The last 12
month revenue hurdle will be assessed at six monthly intervals with
the final assessment taking place 18 months post Completion. The
Directors expect this revenue hurdle to be achieved and that the
Earn-out Consideration will be paid. On the basis that this $37.5
million (c.GBP30.0 million) of revenue is achieved and if the 2021
pro forma net margin is maintained, the profit after tax of Custom
Power would be approximately $3.2 million (c.GBP2.6 million) for
the 12 months prior to the achievement of the Earn-out
Consideration.
The Board believes the Acquisition will be earnings enhancing in
its first full year, being the Company's year ending 31 March
2024.
The Board has concluded that it is appropriate to fund the
Initial Consideration of the Acquisition through a combination of
new debt and equity. In addition, they consider that issuing the
New Ordinary Shares at a discount is fair and reasonable so far as
Shareholders are concerned.
The net proceeds of the Placing are expected to be approximately
GBP23.8 million. These net proceeds together with new term loan
facilities totalling GBP13 million, will be used to fund, inter
alia, the Initial Consideration. The net proceeds of the Open Offer
(assuming full subscription under the Open Offer) will be
approximately GBP2 million. The net proceeds of the Directors'
Subscription (assuming the issue of the maximum number of
Directors' Subscription Shares) will be approximately GBP0.15
million. The net proceeds of the Open Offer and the Directors'
Subscription will be used to supplement the Company's existing cash
resources.
Information on Custom Power
Custom Power is a manufacturer of highly customised as well as
off-the-shelf energy solutions for portable and stationary products
used in medical, defence, aerospace and industrial markets. It has
a single facility of 36,000 sq. ft. which is not fully utilised and
has capacity for growth, near Los Angeles in California, USA. It
has approximately 100 employees (made up of 80 full time employees
and 20 temporary staff members) and an experienced, stable senior
management team. Custom Power is controlled by HOB Power Holdings
LLC, a company established by private equity group Elan Growth
Partners LLC.
Custom Power was established over 30 years ago and is an
experienced battery assembly/battery pack manufacturer and
distributor in the United States with an established sales and
distribution network. Custom Power provides battery pack assemblies
in various chemistries and it has commercialised products and
solutions with high reliability and performance in applications
where size, weight and power matter such as in medical devices and
military equipment emergency lighting systems as well as in
industrial applications.
For its financial year ended 31 December 2021, Custom Power
generated revenues of approximately $29.8 million (c.GBP23.8
million) and an underlying EBITDA of $3.5 million (c.GBP2.8
million). The Directors consider that the underlying profits,
adjusted for US GAAP and non-recurring items for FY21 would have
been a pre-tax of $3.1million (c.GBP2.5 million) and on a post-tax
basis $2.5 million (c.GBP2.0 million). In FY21 Custom Power
reported an EBITDA margin of 11.7 per cent. and profit after tax
margin of 6.3 per cent (pro forma 8.5 per cent.). As at 31 December
2021 Custom Power had net assets of $8.9million (c.GBP7.1 million).
The Directors consider the underlying net assets being acquired
amount to $6.8 million (c.GBP5.4million) having been adjusted for
intangibles and net debt.
The Directors consider that Custom Power has made a satisfactory
start to its financial year and its orderbook as at 31 May 2022
stood at $18.7 million (c.GBP15.0 million).
Terms of the Acquisition
Custom Power will be acquired on a cash free debt free basis
with normalised working capital where the Purchaser will acquire
all of the equity interests of Custom Power for a maximum
consideration of $45.0 million (c.GBP36.0 million) payable in cash.
The Consideration comprises an initial consideration of $30.0
million (c.GBP24.0 million), subject to a closing working capital
adjustment, a deferred consideration of $10.0 million (c.GBP8.0
million) payable in two equal tranches at six and 12 months and an
earn-out consideration of up to $5 million (c.GBP4.0 million) .
The Initial Consideration, less a non-refundable deposit of $1.0
million (c.GBP 0.8 million) that has already been paid, is payable
in cash on Completion. This $1.0 million (c.GBP0.8 million) deposit
will be held in escrow pending the agreement of a working capital
adjustment. This adjustment will either lead to:
(i) an increase in the Consideration by the amount, if any, by
which the Closing Working Capital is greater than the Target
Closing Working Capital, or
(ii) a decrease in the Consideration by the amount, if any, by
which the Closing Working Capital is less than the Target Closing
Working Capital;
where Target Closing Working Capital is based on normalised
working capital to operate the business under normal operating
conditions and Closing Working Capital is the actual working
capital of Custard Power as at Completion.
The Deferred Consideration is payable in cash in two tranches of
$5.0 million (c.GBP4.0 million). The first tranche is payable six
months after Completion and the second tranche 12 months after
Completion.
The Earn-out Consideration is payable in cash to the extent
Custom Power meets or exceeds the revenue target of $37.5 million
(c.GBP30.0million) on a last 12 month basis with three assessments
being made in respect of the 12 month periods ending six,12 and 18
months after Completion.
During the earn-out period, Solid State has agreed to operate
the business of Custom Power on a reasonable basis taking into
consideration Custom Power's past practices and has agreed not to
take any actions that would prejudice the attainment of the revenue
target, the achievement of which triggers the payment of the
Earn-out Consideration.
Trading update
The Company expects to release its results for the year ended 31
March 2022 on or around 26 July 2022. The results are expected to
be consistent with those indicated in the Company's trading update
of 21 April 2022, being revenue of GBP85 million (2021: GBP66.3
million) and adjusted profit before tax of no less than GBP7.2
million (2021: GBP5.4 million). Due to the impact of non-recurring
acquisition costs and charges, reported profit after tax is
expected to be approximately GBP3.9 million.
The Group has had a strong start to the first quarter of the
year ending 31 March 2023 with revenues and margins running ahead
of the equivalent period last year. Unaudited net debt at the end
of May 2022 was GBP3.4 million.
The open orderbook has continued to build and at the end of May
2022 stood at GBP89.7 million which, combined with the strong start
to the year, gives the Directors confidence in the Company's
performance in the current financial year.
Banking facilities
The Company has conditionally entered into new term loan
facilities totalling GBP13 million with Lloyds Bank to part finance
the Initial Consideration. This comprises GBP6.5 million repayable
over five years and a GBP6.5 million of interest only loan
committed for three years. In addition, Lloyds Bank has also
committed to provide two $5.0 million (c.GBP4.0 million) standby
letters of credit providing security over the Deferred
Consideration. These new facilities will sit alongside the Group's
existing bank facilities, including but not limited to a GBP7.5
million revolving credit facility committed until November 2023 and
a GBP3.0 million multi-currency overdraft.
The Company's banking facilities are subject to standard
financial covenants, which have all been reset to be consistent
across all the facilities.
Details of the Fundraising
The Company is raising approximately GBP25 million (before
expenses) pursuant to the Placing, up to approximately GBP2 million
(before expenses) pursuant to the Open Offer and up to GBP0.15
million (before expenses) pursuant to the Directors' Subscription.
The Issue Price of 1,025 pence per New Ordinary Share represents a
discount of 10.5 per cent. to the closing mid-market price of 1,145
pence on 11 July 2022, being the latest practicable date prior to
publication of this Announcement.
The Fundraising comprises the Placing, the Open Offer and the
Directors' Subscription. The Placing, the Open Offer and the
Directors' Subscription are each conditional, among other matters,
on the passing of the Resolution to be proposed at the General
Meeting granting authority to the Directors to allot the New
Ordinary Shares on a non-pre-emptive basis, and on Admission.
The Directors are currently prohibited under MAR from
participating in the Placing, as they are in a closed period due to
the forthcoming release of the Company's results for year ended 31
March 2022 which are expected to be released on or around 26 July
2022 and in any event before Admission. All of the Directors have
indicated their intention to subscribe for New Ordinary Shares at
the Issue Price, when they are able to do so. Their aggregate
subscription is expected to amount to GBP0.15 million, being 14,146
Directors' Subscription Shares.
Pursuant to the Placing and Open Offer Agreement, the Joint
Bookrunners, as agents for the Company, have conditionally agreed
severally to use reasonable endeavours to procure subscribers at
the Issue Price for the Placing Shares. The Joint Bookrunners
intend to conditionally place the Placing Shares with certain
institutional and other investors.
The Placing and Open Offer Agreement contains customary
warranties from the Company in favour of the Joint Bookrunners in
relation to, inter alia, the accuracy of the information in this
Announcement and other matters relating to the Company and its
business. In addition, the Company has agreed to indemnify the
Joint Bookrunners in relation to certain liabilities that they may
incur in respect of the Placing and Open Offer.
The Joint Bookrunners (acting in good faith) have the right to
terminate the Placing and Open Offer Agreement in certain
circumstances prior to Admission in respect of the New Ordinary
Shares, including (but not limited to): in the event that there
has, in the opinion of a Joint Bookrunner (acting in good faith)
been a breach, or an alleged breach, of any of the warranties in
the Placing and Open Offer Agreement or there has been in the
opinion of a Joint Bookrunner (acting in good faith) a significant
change affecting the condition (financial, operational, legal or
otherwise), earnings, management, funding position, solvency,
business affairs or operations of the Group, whether or not
foreseeable as at the date of the Placing and Open Offer Agreement
and whether or not arising in the ordinary course of business. The
Joint Bookrunners may also terminate the Placing and Open Offer
Agreement if there has been a significant change in certain
international financial markets, a suspension or material
limitation in trading on certain stock exchanges or a material
disruption in commercial banking or securities settlement or
clearance which a Joint Bookrunner considers (acting in good faith)
makes it impractical or inadvisable to proceed with the Placing or
Admission.
The Fundraising is not being underwritten.
Details of the Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate at the same price per Ordinary Share as investors in
the Placing and, accordingly, the Company is making the Open Offer
to Qualifying Shareholders.
The Company is proposing, subject to the successful closing of
the Bookbuild, to raise up to approximately GBP2 million in the
Open Offer (before expenses) (assuming full take up of the Open
Offer) through the issue of up to 194,498 Open Offer Shares at the
Issue Price.
Subject to the terms and conditions to be set out in a circular
to shareholders (and, in the case of Qualifying Non-CREST
Shareholders, in the Application Form), Qualifying Shareholders
(including Qualifying Shareholders who are also participants in the
Placing) are being given the opportunity under the Open Offer to
apply for Open Offer Shares at the Issue Price of 1,025 pence per
Open Offer Share, pro rata to their holdings of Existing Ordinary
Shares as at the Record Date, payable in full on application. Any
Open Offer Shares not applied for by Qualifying Shareholders will
be available to other Qualifying Shareholders, provided they have
taken up their Open Offer Entitlement in full, under the Excess
Application Facility.
Qualifying Shareholders may apply for their Open Offer
Entitlement under the Open Offer pro rata to their holdings of
Existing Ordinary Shares as at the Record Date at the Issue Price
on the following basis:
1 Open Offer Share for every 44 Existing Ordinary Shares
held
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares, with fractional
entitlements being aggregated and made available under the Excess
Application Facility. The Excess Application Facility will enable
Qualifying Shareholders to apply for further Open Offer Shares in
excess of their Open Offer Entitlements as described below. Not all
Shareholders will be Qualifying Shareholders; Shareholders who are
located in, or are citizens of, or have a registered office in,
Restricted Jurisdictions will not qualify to participate in the
Open Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Applicants can apply
for less or more than their entitlements under the Open Offer but
the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied as this
will depend, in part, on the extent to which other Qualifying
Shareholders apply for less than or more than their own Open Offer
Entitlements. Applications made under the Excess Application
Facility may be allocated in such manner as the Directors may
determine in their absolute discretion if applications are received
from Qualifying Shareholders for more than the available number of
Open Offer Shares, and no assurance can be given that excess
applications by Qualifying Shareholders will be met in full, or in
part, or at all.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. Qualifying Non-CREST Shareholders should also
note that their respective Application Forms are not negotiable
documents and cannot be traded. Open Offer Shares not applied for
under the Open Offer will not be sold in the market for the benefit
of those who do not apply under the Open Offer. Any Open Offer
Shares which are not applied for by Qualifying Shareholders under
the Open Offer will not be issued by the Company as the Open Offer
is not underwritten.
The Open Offer is conditional upon the Placing becoming or being
declared unconditional in all respects and not being terminated
before Admission. The principal conditions to the Placing include
(amongst other things) the Placing and Open Offer Agreement not
having been terminated, the passing of the Resolution to be
proposed at the General Meeting, granting authority to the
Directors to allot the New Ordinary Shares on a non-pre-emptive
basis, the MIPA having been entered into and becoming unconditional
in all respects prior to Admission, save for Admission, and
Admission occurring on or before 8.00 a.m. on 2 August 2022 (or
such later date and/or time as the Joint Bookrunners and the
Company may agree, being no later than 8.00 a.m. on 16 August
2022).
Accordingly, if the conditions to the Placing are not satisfied
or waived (where capable of waiver), the Open Offer will not
proceed and the Open Offer Shares will not be issued and all monies
received by the Receiving Agent will be returned to the applicants
(at the applicant's risk and without interest) as soon as possible,
but within 14 days thereafter. Any Open Offer Entitlements admitted
to CREST will thereafter be disabled.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor the Joint Bookrunners nor any of their
respective associates, directors, officers or advisers shall be
obliged to update such statements. Comparisons of results for
current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Nominated Adviser and Joint
Bookrunner exclusively for the Company and no one else in
connection with the contents of this document and will not regard
any other person (whether or not a recipient of this document) as
its client in relation to the contents of this document nor will it
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this document. Apart from the
responsibilities and liabilities, if any, which may be imposed on
WH Ireland by FSMA or the regulatory regime established thereunder,
WH Ireland accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of
this document including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this document, whether as to
the past or the future. WH Ireland accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this document or any such
statement. The responsibilities of WH Ireland as the Company's
nominated adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to London Stock
Exchange and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in
reliance on any part of this document, or otherwise.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely as Joint Bookrunner exclusively for
the Company and no one else in connection with the contents of this
document and will not regard any other person (whether or not a
recipient of this document) as its client in relation to the
contents of this document nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this document. Apart from the responsibilities and liabilities, if
any, which may be imposed on finnCap by FSMA or the regulatory
regime established thereunder, finnCap accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for the contents of this document including its accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any
other person, in connection with the Company and the contents of
this document, whether as to the past or the future. finnCap
accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this
document or any such statement.
The New Ordinary Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares
have not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the New Ordinary Shares. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, the
Republic of South Africa or to, or for the account or benefit of,
any national, resident or citizen of the United States, Australia,
Canada, Japan, the Republic of South Africa.
No public offering of securities is being made in the United
States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the New Ordinary Shares; and the New Ordinary Shares
have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or the Republic of South
Africa. Accordingly, the New Ordinary 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 Canada, Australia, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or the Republic of South Africa or to any investor
located or resident in Canada.
No public offering of the New Ordinary Shares is being made in
the United States, United Kingdom or elsewhere. All offers of the
New Ordinary Shares will be made pursuant to an exemption under the
UK version of Regulation (EU) no 2017/1129 of the European
Parliament and of the Council of 14 June 2017, which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as
amended from time to time, and includes any relevant implementing
measure in any member state (the " UK Prospectus Regulation ") from
the requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000, as amended does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in member states (" Member States ")
of the European Economic Area (" EEA ") who are qualified investors
as defined in section 86(7) of FSMA, as amended (" Qualified
Investors "), being persons falling within the meaning of article
2(e) of Prospectus Regulation (EU) 2017/1129; and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
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 "); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully 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. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward
looking statements involve known and unknown risks, uncertainties
and other important factors beyond the control of the Company
(including but not limited to future market conditions, legislative
and regulatory changes, the actions of governmental regulators and
changes in the political, social or economic framework in which the
Company operates) that could cause the actual performance or
achievements of the Company to be materially different from such
forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
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 the Joint Bookrunners 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.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX I
Expected Timetable for the Fundraising
2022
Record Date for the Open Offer 6.00 p.m. on 12
July
Announcement of the results of the Placing 13 July
Existing Ordinary Shares marked 'ex-entitlement' 8:00 a.m. on 13
by the London Stock Exchange July
Date of Circular and posting of Circular, 13 July
Application Forms and Forms of Proxy
Open Offer Entitlements and Excess CREST 8.00 a.m. on 14
Open Offer Entitlements credited to CREST July
stock accounts of Qualifying CREST Shareholders
or as soon possible thereafter
Recommended latest time and date for requesting 4.30 p.m. on 22
withdrawal of Open Offer Entitlements and July
Excess CREST Open Offer Entitlements from
CREST
Latest time and date for depositing Open 3.00 p.m. on 25
Offer Entitlements and Excess CREST Open July
Offer Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 26
Forms (to satisfy bona fide market claims July
in relation to Open Offer Entitlements
only)
Latest time and date for receipt of completed 11:00 a.m. on 27
Forms of Proxy or electronic proxy appointments July
for use at the General Meeting
Latest time and date for receipt of completed 11:00 a.m. on 28
Application Forms and payment in full under July
the Open Offer or settlement of the relevant
CREST instructions (as appropriate)
General Meeting 11:00 a.m. on 29
July
Expected date of announcement of the results 29 July
of the General Meeting and Open Offer
Admission effective and dealings in the 8:00 a.m. on 2 August
New Ordinary Shares on AIM
New Ordinary Shares credited to CREST stock 8:00 a.m. on 2 August
accounts
Despatch of definitive share certificates by 12 August
in respect of New Ordinary Shares to be
issued in certificated form
Long Stop Date 8:00 a.m. on 16
August
Notes:
(i) References to times in this Announcement are to London time
(unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
(iii) The timing of the events in the above timetable is
indicative only. In order to subscribe for Open Offer Shares under
the Open Offer, Qualifying Shareholders will need to follow the
procedure set out in the Circular.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Acquisition" the proposed acquisition of the entire equity
interest in Custom Power
" Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
" AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
"Announcement" this announcement
"Application Form" the personalised application form accompanying
the Circular (where appropriate) pursuant
to which Qualifying Non-CREST Shareholders
(other than certain Overseas Shareholders)
may apply to subscribe for Open Offer Shares
under the Open Offer
"Articles" the articles of association of the Company
(as amended from time to time)
"Bookbuild" the accelerated bookbuilding to be conducted
by the Joint Bookrunners pursuant to the
Placing and Open Offer Agreement and this
Announcement
"Business Day" any day on which banks are usually open
for business in England and Wales for the
transaction of sterling business, other
than a Saturday, Sunday or public holiday
"certificated" or "in an Existing Ordinary Share or an Ordinary
certificated form" Share recorded on the Company's share register
as being held in certificated form (namely,
not in CREST)
"Circular" the explanatory circular, in the agreed
form, to be issued by the Company to Shareholders
explaining, inter alia, the Acquisition,
Fundraising and incorporating the notice
of General Meeting
"Closing Working Capital" the actual working capital of Custom Power
as at Completion
"Company" ,"Solid State" Solid State plc, a company incorporated
or "Purchaser" in England and Wales under the Companies
Act 1985 with registered number 00771335
"Completion" completion of the Acquisition
"Consideration" the aggregate consideration payable pursuant
to the MIPA, comprising the Initial Consideration,
the Deferred Consideration and the Earn-out
Consideration
"CREST" or "CREST system" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
"Custom Power" Custom Power LLC, a company incorporated
in Delaware, United States
"Deferred Consideration" the deferred consideration of $10.0 million
(c.GBP8.0 million) payable pursuant to the
MIPA in two equal tranches six and 12 months
following Completion
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"Directors' Subscription" the intention of the Directors to subscribe
for the Directors' Subscription Shares at
the Issue Price
"Directors' Subscription up to 14,146 new Ordinary Shares for which
Shares" the Directors have indicated they intend
to subscribe for when they are permitted
to do so
"Earn-out Consideration" the earn-out consideration of up to $5.0
million (c.GBP4.0 million) payable pursuant
to the MIPA
"Enlarged Group" the Group as enlarged by the Acquisition
following Completion
"Enlarged Issued Share the issued ordinary share capital of the
Capital" Company immediately following Admission
(assuming full subscription under the Open
Offer, the issue of the maximum number of
Directors' Subscription Shares and excluding
shares held in treasury)
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
"Excess Application the facility for Qualifying Shareholders
Facility" to apply for Excess Shares in excess of
their Basic Entitlements subject to the
terms and conditions of the Open Offer
"Excess CREST Open in respect of each Qualifying Shareholder,
Offer Entitlement" the entitlement (in addition to his, her
or its Open Offer Entitlement) to apply
for Open Offer Shares pursuant to the Excess
Application Facility, which is conditional
on him, her or it taking up his, her or
its Open Offer Entitlement in full and which
may be scaled back in accordance with the
provisions of the Circular
"Excess Shares" Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
"Existing Ordinary the 8,557,932 Ordinary Shares (excluding
Shares" 6,946 Ordinary Shares held in treasury)
in issue as at the date of this this Announcement
"FCA" the Financial Conduct Authority
"finnCap" finnCap Limited, joint bookrunner to the
Company in respect of the Placing
"FSMA" the Financial Services and Markets Act 2000
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting and
which will accompany the Circular
"Fundraise" or "Fundraising" the proposed Placing, Open Offer and Directors'
Subscription
"General Meeting" the general meeting of the Company convened
for 11 a.m. on 29 July 2022 (or any adjournment
thereof) notice of which will be set out
at the end of the Circular
"Group" Solid State plc and its subsidiary undertakings
"Initial Consideration" the initial cash consideration of $30.0
million (c.GBP24.0 million) payable pursuant
to the MIPA
"ISIN" International Securities Identification
Number
"Issue Price" 1,025 pence per New Ordinary Share
"Joint Bookrunners" WH Ireland and finnCap
"Lloyds Bank" Lloyds Bank plc
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 16 August 2022
"MAR" or "Market Abuse the Market Abuse Regulation (2014/596/EU)
Regulation" (incorporating the technical standards,
delegated regulations and guidance notes,
published by the European Commission, London
Stock Exchange, the FCA and the European
Securities and Markets Authority) as it
applies in the UK by virtue of the European
Union (Withdrawal) Act 2018, as amended
from time to time
"MIPA" the membership interest agreement governing
the terms of the Acquisition to be entered
into between Solid State and the Seller
"Money Laundering Regulations" the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended), the
money laundering provisions of the Criminal
Justice Act 1993, the Proceeds of Crime
Act 2002 and the Criminal Finances Act 2017
"New Ordinary Shares" the Placing Shares, the Open Offer Shares
and the Directors' Subscription Shares
"Open Offer" the conditional invitation to be made by
the Company to Qualifying Shareholders to
subscribe for the Open Offer Shares at the
Issue Price on the terms and subject to
the conditions to be set out in the Circular
and, in the case of Qualifying Non-CREST
Shareholders, in the Application Form that
will accompany the Circular
"Open Offer Entitlement" the pro rata basic entitlement of a Qualifying
Shareholder, pursuant to the Open Offer,
to apply to subscribe for 1 Open Offer Share
for every 44 Existing Ordinary Shares registered
in its name as at the Record Date
"Open Offer Shares" up to 194,498 new Ordinary Shares to be
issued and allotted by the Company to Qualifying
Shareholders pursuant to the Open Offer
"Ordinary Shares" ordinary shares of 5 pence each in the capital
of the Company
"Overseas Shareholders" holders of Existing Ordinary Shares who
are neither resident in, nor have a registered
address in, the UK
"Placee" any person subscribing for and/or purchasing
New Ordinary Shares pursuant to the Placing
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing, the number of which will
be announced by the Company on completion
of the Bookbuild
"Placing" the conditional placing of Placing Shares
by the Joint Bookrunners on behalf of the
Company at the Issue Price pursuant to the
Placing and Open Offer Agreement
"Placing and Open Offer the agreement dated 12 July 2022 between
Agreement" the Company and the Joint Bookrunners relating
to the Placing and the Open Offer
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and Council of 14 June 2017
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the
Company on or prior to the date of this
Announcement
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary
Shares on the register of members of the
Company on the Record Date are held in uncertificated
form
"Qualifying Non-CREST Qualifying Shareholders whose Existing Ordinary
Shareholders" Shares on the register of members of the
Company on the Record Date are held in certificated
form
"Qualifying Shareholders" Shareholders on the register of members
of the Company on the Record Date with the
exclusion (subject to exemptions) of persons
with a registered address or located or
resident in a Restricted Jurisdiction
"Receiving Agent" or Neville Registrars Limited, a limited company
"Registrar" registered in England and Wales (No. 04770411)
with its registered office at Neville House,
Steelpark Road, Halesowen, West Midlands,
United Kingdom, B62 8HD
"Record Date" the record date in relation to the Open
Offer, being 6:00 p.m. on 12 July 2022
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
"Resolution" the resolution proposed at the General Meeting
to grant authority to the Directors to allot
the New Ordinary Shares and to disapply
statutory pre-emption rights in relation
to the Fundraising
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure for the
Company if information or documentation
concerning the proposals set out in this
Announcement are sent or made ava ilable
to Shareholders in that jurisdiction including,
without limitation, the United States of
America, Canada, Australia, Republic of
Ireland, Japan and the Republic of South
Africa
"Securities Act" the United States Securities Act of 1933,
as amended
"Seller" HOB Power Holdings LLC, a company established
by private equity group Elan Growth Partners
LLC
"Shareholders" the holders of Ordinary Shares (as the context
requires) at the relevant time
"SONIA" sterling overnight index average
"Target Closing Working the estimated working capital of Custom
Capital" Powder based on the normalised working capital
of Custom Power to operate the business
under normal operating conditions as at
Completion
"uncertificated" or recorded on the relevant register of Ordinary
"in uncertificated form" Shares as being held in uncertificated form
in CREST and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States" or the United States of America, its territories
"US" or "USA" and possessions, any state of the United
States of America and the District of Columbia
and any other area subject to its jurisdiction
"US Person" has the meaning set out in Regulation S
of the Securities Act
"WH Ireland" WH Ireland Limited, nominated adviser to
the Company and joint bookrunner to the
Company in respect of the Placing
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
"$" or "dollars" are references to the lawful currency of
the United States
APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE AND ARE, UNLESS OTHERWISE AGREED BY THE
JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E)
OF THE PROSPECTUS REGULATION; AND (B) PERSONS IN THE UNITED KINGDOM
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE UK PROSPECTUS
REGULATIONS WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS APPIX 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 ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK version of the Prospectus Regulation, which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended from time to time, and includes any relevant
implementing measure in any member state (the "UK Prospectus
Regulation") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance 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, 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, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
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 (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.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Joint
Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Joint Bookrunners confirms to
such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
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 or acquire
Placing Shares has been given.
Details of the Placing and Open Offer Agreement and Placing
Shares
The Joint Bookrunners and the Company have entered into a
Placing and Open Offer Agreement, under which the Joint Bookrunners
have, on the terms and subject to the conditions set out therein,
agreed severally to use their reasonable endeavours to procure
Placees for the Placing Shares. The Placing is not being
underwritten by the Joint Bookrunners or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Joint
Bookrunners and a further announcement confirming these details
will be made in due course.
The Placing Shares will, when issued, be subject to the
Articles, will be credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after
the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under SOLI with ISIN
GB0008237132 .
Application for admission to trading
Applications will be made to London Stock Exchange for admission
to trading of the New Ordinary Shares to be admitted to trading on
AIM. It is expected that Admission will take place on or before
8.00 a.m. on 2 August 2022 and that dealings will commence at the
same time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation in the Placing by potential
Placees at the Issue Price. 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.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing as agents for the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Joint Bookrunners. The Joint Bookrunners (and any of their
affiliates and / or agents) are entitled to participate in the
Placing as principals.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or by email to their usual contact at the Joint
Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Issue
Price, and each such placee acknowledges and agrees that their bid
will be irrevocable. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 7 below.
4. The timing of the closing of the Bookbuild will be at the
discretion of the Joint Bookrunners. The Company reserves the right
to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its absolute discretion.
5. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Joint Bookrunners following the close of the
Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The Joint Bookrunners'
oral or emailed confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Joint Bookrunners and the
Company, under which it agrees to acquire by subscription or
purchase the number of Placing Shares allocated to it at the Issue
Price and otherwise on the terms and subject to the conditions set
out in this Appendix and in accordance with the Company's articles
of association. Except with the Joint Bookrunners' consent, such
commitment will not be capable of variation or revocation.
6. The number of Placing Shares to be issued will be agreed
between the Joint Bookrunners and the Company following close of
the Bookbuild. The Company will make an announcement of the number
of Placing Shares to be placed at the Issue Price via a Regulatory
Information Service following the close of the Bookbuild.
7. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as it may determine. The
Joint Bookrunners may also, notwithstanding paragraphs 4 and 5
above, subject to the prior consent of the Company, allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and except with Joint Bookrunners' consent will not be capable of
variation or revocation from the time at which it is submitted.
9. Except as required by law or regulation, no press release or
other announcement will be made by Joint Bookrunners or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be placed pursuant to the Placing will be required to be
made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations of Joint Bookrunners under the Placing will
be subject to 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 "Right to terminate under the
Placing and Open Offer Agreement".
12. By participating in the Placing, each Placee agrees 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.
13. To the fullest extent permitted by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither the Joint
Bookrunners nor any of each of their affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions) in respect of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
delivery of the Placing Shares to the Placees and the Joint
Bookrunners and each of their affiliates shall have no liability to
the Placees for the failure of the Company to fulfil those
obligations. In particular, none of the Joint Bookrunners nor any
of each of their affiliates shall have any liability (including to
the extent permissible by law, any fiduciary duties) in respect of
Joint Bookrunners' conduct of the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing and Open Offer
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
The Joint Bookrunners' obligations under the Placing and Open
Offer Agreement in respect of the New Ordinary Shares for Admission
are conditional on, among other things:
A) the Resolution to be proposed at the General Meeting having
been duly passed by the Shareholders without amendment, granting
authority to the Directors to allot the New Ordinary Shares on a
non-pre-emptive basis ;
B) none of the warranties given by the Company to the Joint
Bookrunners being untrue, inaccurate or misleading in each case by
reference to the facts and circumstances then subsisting;
C) the Company having performed all of its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission) and not being in breach of the
Placing Agreement;
D) there not having occurred, in the opinion of the Banks
(acting together and in good faith), a Material Adverse Change (as
such term is defined in the Placing and Open Offer Agreement) at
any time prior to Admission;
E) the MIPA having been entered into and become unconditional in
all respects prior to Admission, save for Admission; and
F) Admission having become effective at or before 8.00 a.m. on 2
August 2022 (or such later time and / or date as the Company and
the Joint Bookrunners may agree in writing, being not later than
8.00 a.m. on 16 August 2022).
If: (i) any of the conditions contained in the Placing and Open
Offer Agreement in relation to the Placing Shares are not fulfilled
or waived by Joint Bookrunners by the respective time or date where
specified (or such later time or date as Joint Bookrunners and
Company may agree in writing, not being later than 8 a.m. on 16
August 2022); (ii) any of such conditions becomes incapable of
being fulfilled at any time prior to Admission and is not waived by
the Joint Bookrunners; or (iii) the Placing and Open Offer
Agreement is terminated in the circumstances specified below, 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 the Placee in respect thereof.
The Joint Bookrunners may (acting together), at their sole
discretion and upon such terms as they think fit, waive or extend
the period for, compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing and Open Offer Agreement save that that
certain of the conditions, including those relating to Admission
and the Resolution to be put at the General Meeting, granting
authority to the Directors to allot the New Ordinary Shares on a
non-pre-emptive basis, being duly passed by the Shareholders
without amendment, may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
Neither the Joint Bookrunners, the Company nor any of their
respective affiliates 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 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
Joint Bookrunners.
Right to terminate the Placing and Open Offer Agreement
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including:
A) any statement contained in the Placing Documents (as defined
in the Placing and Open Offer Agreement) has, in the opinion of the
Joint Bookrunners (acting in good faith), become or is discovered
to be untrue, inaccurate or misleading; or
B) any matters have arisen or have been discovered which would,
if the Placing Documents were to be issued at that time, constitute
an omission therefrom; or
C) any of the conditions to the Placing and Open Offer Agreement
has become incapable of satisfaction before the latest time
provided for in the Placing and Open Offer Agreement or any of the
conditions has not been satisfied before the latest time provided
in the Placing and Open Offer Agreement and in either case has not
been waived; or
D) there has, in the opinion of a Joint Bookrunner (acting in
good faith), been a breach, or an alleged breach, of any of the
Warranties; or
E) in the opinion of a Joint Bookrunner (acting in good faith),
a Specified Event (as defined in the Placing and Open Offer
Agreement) has occurred; or
F) the Company fails, in any respect which is material in the
opinion of a Joint Bookrunner (acting in good faith), to comply
with any of its obligations under the Placing and Open Offer
Agreement; or
G) in the opinion of a Joint Bookrunner (acting in good faith),
there has been a Material Adverse Change (as defined in the Placing
and Open Offer Agreement); or
H) there has been a change in certain international financial
markets, a suspension or material limitation in trading on certain
stock exchanges or a material disruption in commercial banking or
securities settlement or clearance which a Joint Bookrunner
considers (acting in good faith) makes it impractical or
inadvisable to proceed with the Placing or Admission; or
I) application for Admission is refused by the London Stock
Exchange, or, in the opinion of WH Ireland (acting in good faith),
will not be granted.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing and Open Offer
Agreement shall be within the absolute discretion of the Joint
Bookrunners, as applicable, and that none of them need make any
reference to Placees and that neither the Joint Bookrunners, nor
any of its respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission 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 the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules (the "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company, or the Joint Bookrunners or any
other person and neither the Joint Bookrunners, the Company 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 and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Joint Bookrunners, the Company, or
their respective officers, directors, employees or agents.
Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Neither
the Company nor the Joint Bookrunners are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the relevant Joint Bookrunner, stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount
owed by such Placee (in GBP) and a form of confirmation in relation
to settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Joint Bookrunners in accordance with the standing
CREST settlement instructions which they have in place with the
relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB0008237132 ) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Joint Bookrunners
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 2 August 2022 in
accordance with the instructions set out in the form of
confirmation.
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 SONIA.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the appropriate the relevant Joint
Bookrunner's account and benefit (as agents for the Company), an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable and
shall indemnify the Joint Bookrunners on demand 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 upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Joint Bookrunners such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which the Joint Bookrunners lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
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
or securities transfer tax. Neither the Joint Bookrunners nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Joint Bookrunners (for
themselves and on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendices, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Joint Bookrunners of any right or
discretion under the Placing and Open Offer Agreement shall be
within the absolute discretion of the Joint Bookrunners, and the
Joint Bookrunners need not have any reference to it and shall have
no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Joint Bookrunners, or the
Company, or any of their respective officers, directors or
employees, under the Placing and Open Offer Agreement pursuant to
the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Exchange Information. Each Placee
agrees that neither the Company, the Joint Bookrunners nor any of
their respective officers, directors or employees will have any
liability for any such other information, representation or
warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any Member State other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, the 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 a Member State or the UK other than Qualified
Investors or Relevant Persons, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer
or resale;
7. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners to have any duties or responsibilities to
such persons similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of
Business Source Book, and that the Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
8. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither the Joint Bookrunners nor the Company or any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the
Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
9. that it is: (i) unless otherwise agreed in writing with the
Joint Bookrunners, located outside the United States and it is not
a US person as defined in Regulation S under the Securities Act
("Regulation S") and it is subscribing for the Placing Shares only
in "offshore transactions" as defined in and pursuant to Regulation
S, and (ii) it is not subscribing for Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or by
means of any form of "general solicitation" or "general
advertising" as such terms are defined in Regulation D under the
Securities Act;
10. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
11. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in the Announcement and Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on the
Announcement and Publicly Available Information;
12. that neither the Joint Bookrunners nor the Company or any of
their respective affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
13. that unless specifically agreed with the Joint Bookrunners,
it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and otherwise in accordance with any applicable securities laws of
any state or jurisdiction of the United States;
14. that it is not a national or resident of Canada, Australia,
New Zealand, South Africa or Japan or a corporation, partnership or
other entity organised under the laws of Canada, Australia, New
Zealand, the Republic of South Africa or Japan and that it will not
offer, sell, renounce, transfer or deliver, directly or indirectly,
any of the Placing Shares in Canada, Australia, New Zealand, the
Republic of South Africa or Japan or to or for the benefit of any
person resident in Canada, Australia, the Republic of South Africa
or Japan and each Placee acknowledges that the relevant exemptions
are not being obtained from the Securities Commission of any
province of Canada, that no document has been or will be lodged
with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the
Placing Shares are not being offered for sale and may not be,
directly or indirectly, offered, sold, transferred or delivered in
or into Canada, Australia, New Zealand, the Republic of South
Africa or Japan;
15. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing Shares to any persons within the United States or to any US
persons (as that term is defined in Regulation S);
17. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and it
has complied with all necessary formalities and that it has not
taken any action which will or may result in the Company or the
Joint Bookrunners or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
18. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription and/or purchase
obligations;
19. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this appendix and
the announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners;
20. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
21. that, unless otherwise agreed by the Joint Bookrunners, it
is a qualified investor (as defined in section 86(7) of FSMA;
22. that, unless otherwise agreed by the Joint Bookrunners, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
23. 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;
24. 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;
25. that any money held in an account with each of the Joint
Bookrunners (or its nominee) on its behalf and/or any person acting
on its behalf will not be treated as client money within the
meaning of the rules and regulations of the FCA. Each Placee
further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the Joint
Bookrunners' (or its nominee's) money in accordance with such
client money rules and will be used by the Joint Bookrunners in the
course of its own business and each Placee will rank only as a
general creditor of the Joint Bookrunners;
26. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
27. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
28. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
29. that it appoints irrevocably any director of the Joint
Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
30. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
31. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
32. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
33. that it will indemnify and hold the Company and the Joint
Bookrunners and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Joint Bookrunners will rely on the truth and accuracy of
the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Joint Bookrunners for
themselves and on behalf of the Company and will survive completion
of the Placing and Admission;
34. that time shall be of the essence as regards its obligations
pursuant to this Appendix;
35. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, tax or other
advice to it;
36. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
37. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and UK MAR and/or MAR,
(ii) in connection with money laundering and terrorist financing,
it has complied with its obligations under the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering Regulations 2007 and
(iii) it is not a person: (a) with whom transactions are prohibited
under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations 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 and it has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such purchase, and it will provide
promptly to the Joint Bookrunners such evidence, if any, as to the
identity or location or legal status of any person which the Joint
Bookrunners may request from it in connection with the Placing (for
the purpose of complying with such Regulations 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
the Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be
subscribed for by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in their absolute discretion;
38. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation or UK Prospectus Regulation, as
applicable;
39. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
40. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 the Company or the Joint
Bookrunners 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;
41. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
42. that the Joint Bookrunners owe no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Open Offer
Agreement;
43. that the Joint Bookrunners or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares;
44. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
45. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Joint Bookrunners for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. 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 the
Joint Bookrunners or by any of its respective 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.
This information is provided by RNS, the news service of the
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END
IOEFLFIEDDIFLIF
(END) Dow Jones Newswires
July 12, 2022 11:35 ET (15:35 GMT)
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