TIDMUBI
RNS Number : 8873D
Ubisense Group PLC
02 April 2014
2 April 2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN,
THE REPUBLIC OF IRELAND OR SOUTH AFRICA OR ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
Ubisense Group plc
Ubisense announces the completion of a placing of 1,929,589 new
ordinary shares at a price of 220 pence per share to raise
approximately GBP4.2 million
Introduction
Ubisense Group plc (AIM: UBI) ("Ubisense", the "Company" or the
"Group"), a market leader in real time location intelligence
("RTLI") solutions, is pleased to announce it has raised
approximately GBP4.2 million from a non pre-emptive placing to
institutional investors in order to fund investment in growing the
Company's solutions business division (the "Solutions Business")
(further details of which are set out in the "Use of Proceeds"
section below).
The placing of 1,929,589 new Ordinary Shares of 2 pence each
("New Ordinary Shares") was undertaken at a price of 220 pence per
share (the "Placing Price") to raise approximately GBP4.2 million
of gross proceeds (the "Placing").
Canaccord Genuity Limited ("Canaccord") acted as bookrunner (the
"Bookrunner") in respect of the Placing.
Transaction Highlights
-- The Company announces completion of a placing of 1,929,589
New Ordinary Shares at a price of 220 pence per New Ordinary Share
to raise approximately GBP4.2 million of gross proceeds
-- Net proceeds from the Placing will be used by the Company for
growing the Solutions Business
-- The New Ordinary Shares to be issued in connection with the
Placing are equivalent to approximately 8.4 per cent. of the
Company's existing issued ordinary share capital
-- The Placing Price represents a discount of approximately 4.3
per cent. to the closing price of Ubisense's ordinary shares of 230
pence per share on 1 April 2014
-- The appendix to this announcement contains the detailed terms and conditions of the Placing
Commenting on today's announcement, Ubisense Group plc Chief
Executive Officer, Richard Green said:
"We are delighted to see such tremendous support from our
investor base as we continue to execute our growth strategy to
accelerate the uptake of our unique real time location intelligence
solutions with leading manufacturers and network operators
worldwide."
For further information
Ubisense Group plc + 44 (0) 1223 535170
Richard Green, Chief Executive Officer
Robert Parker, Chief Financial Officer
Canaccord Genuity Limited - Nomad and
Broker +44 (0) 20 7523 8000
Corporate Broking
Simon Bridges
Lucy Tilley
Brendan Gulston
Equity Capital Markets
Tim Redfern
FTI Consulting + 44 (0) 20 7831 3113
Jon Snowball
Tracey Bowditch
Details of the Placing
Ubisense has raised approximately GBP4.2 million gross through a
placing conducted by the Bookrunner of 1,929,589 New Ordinary
Shares with institutional investors at the Placing Price ("Placing
Shares") on a non pre-emptive basis.
The Placing Shares are equivalent to approximately 8.4 per cent.
of the Company's existing issued ordinary share capital and the
Placing Price represents a discount of approximately 4.3 per cent.
to the closing price of Ubisense's Ordinary Shares of 230 pence per
share on 1 April 2014, being the last practicable date before the
date of this announcement, and a discount of approximately 12.2 per
cent. to the average closing price of Ubisense's Ordinary Shares of
250.5 pence over the last 30 trading days up to and including 1
April 2014, being the last practicable date before the date of this
announcement. The Placing has been carried out using the existing
share authorities of the Group, which were granted at the Company's
Annual General Meeting held on 19 April 2013.
The Appendix to this announcement contains detailed terms and
conditions applicable to the Placing.
The Placing Shares are credited as fully paid and rank pari
passu with the existing issued Ordinary Shares. Application has
been made for the Placing Shares to be admitted to trading on AIM,
which is expected to become effective at 8.00 a.m. on 8 April 2014
("Admission"). Settlement of the Placing Shares is expected to take
place within the CREST system following Admission.
Use of Proceeds
The net proceeds of the Placing will be used by the Company to
fund investment in growing the Solutions Business. The Solutions
Business consists of a converged product offering, utilising the
RTLI platform to provide the Smart Factory solution to automotive
and other manufacturers and the myWorld solution to utilities and
telecommunications companies. The Solutions Business generated
total FY 2013 revenues of GBP13.4 million and is a higher margin,
scalable division. Ubisense generated revenues and gross profit in
Germany of GBP11.6m and GBP4.04m respectively. The Company aims to
use the net proceeds to replicate the German business model, which
enjoys higher cash generation and profitability, in other
geographies, such as North America, through investing in sales
personnel and sales support to accelerate rollout of the Smart
Factory and myWorld products.
IMPORTANT INFORMATION
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions in the Appendix, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
The distribution of this Announcement and the Placing of the
Placing Shares as set out in this Announcement in certain
jurisdictions may be restricted by law. No action has been taken
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company in connection with the Placing and no-one else and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Canaccord Genuity
Limited nor for providing advice in relation to the Placing. 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 Company or Canaccord Genuity Limited or by
any of their 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 therefor
is expressly disclaimed.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipates", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks and uncertainties that could cause the
actual results of operations, financial condition, liquidity,
dividend policy and the development of the industry in which the
Company and its group's business operates to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
these risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the Financial Conduct
Authority, the London Stock Exchange plc or applicable law, neither
the Company nor Canaccord Genuity Limited undertakes any obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended to be a profit forecast and no statement
in this Announcement should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company. The price of Ordinary Shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the Ordinary
Shares.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM market operated by London Stock
Exchange plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (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,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL 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 APPENDIX 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 APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, 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 SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX,
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 U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN 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 OR ENDORSED 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. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
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 in the Company 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.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (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 of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Canaccord 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 of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons; and/or
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US person (other
than an estate or trust) in reliance on Regulation S under the
Securities Act; or (c) it is otherwise acquiring the Placing Shares
in an "offshore transaction" meeting the requirements of Regulation
S under the Securities Act.
The Company and Canaccord will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand,
Japan, the Republic of Ireland or the Republic of South Africa or
in any other jurisdiction in which such publication or distribution
is unlawful. Persons into whose possession this Announcement may
come are required by the Company to inform themselves about and to
observe any restrictions of transfer of this Announcement. No
public offer of securities of the Company is being made in the
United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence 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; 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 Canada, Australia, New Zealand, Japan, the Republic of
Ireland 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 Canada, Australia, New Zealand, Japan,
the Republic of Ireland or the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
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.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing
Canaccord has entered into a Placing Agreement with the Company
under which Canaccord has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable
endeavours to procure, as agent for the Company, subscribers for
the Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the
Company to Canaccord as to matters relating to the Company and its
business and a customary indemnity given by the Company to
Canaccord in respect of liabilities arising out of or in connection
with the Placing. The Placing is conditional upon, amongst other
things, the Company complying with its obligations under the
Placing Agreement to the extent such obligations fall to be
performed prior to Admission.
The Placing is also conditional upon Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of its Ordinary Shares
in the period of 120 days from the date of Admission without prior
consultation with Canaccord.
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission. It is expected that settlement of any such shares and
Admission will become effective on or around 8 April 2014 and that
dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Canaccord is arranging the Placing as placing agent of the
Company for the purpose of using reasonable endeavours to procure
Placees at the Placing Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Canaccord. Canaccord and its affiliates may participate in the
Placing as principal.
3. 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.
4. The placing price will be a fixed price of 220 pence per new Ordinary Share.
5. Each Placee's allocation will be confirmed to Placees orally
by Canaccord, and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The oral confirmation to
such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of Canaccord and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it at
the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's Articles of
Association.
6. Except as required by law or regulation, no press release or
other announcement will be made by Canaccord 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.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
8. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
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 Agreement".
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law, none of the
Company, Canaccord or any of their respective affiliates shall have
any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise of these terms and conditions). In
particular, none of the Company, Canaccord or any of their
respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of Canaccord' conduct of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and Canaccord shall have no liability
to the Placees for the failure of the Company to fulfil those
obligations.
Conditions of the Placing
Canaccord's obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
(a) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(b) Admission taking place not later than 8.00 a.m on 8 April
2014 or such later date as the Company and Canaccord may otherwise
agree not being later than 8.00 a.m. on 18 April 2014 (the "Final
Date").
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Canaccord by the respective time or date where specified (or such
later time or date as the Company and Canaccord may agree not being
later than 8.00 a.m. on 18 April 2014), or (ii) the Placing
Agreement is terminated as described below, the Placing in relation
to the Placing Shares will lapse and the Placee's 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.
Canaccord may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period (up to the Final Date) 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
Agreement, save that the condition relating to Admission taking
place may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
Neither Canaccord nor the Company 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 Canaccord.
Right to terminate under the Placing Agreement
Canaccord is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
(a) the warranties contained in the Placing Agreement not being
true and accurate or being misleading as at the date of the Placing
Agreement or at any time before Admission as though they had been
given and made at such time (by reference to the facts and
circumstances existing at such time) in respect of a matter which,
in the opinion of Canaccord in, or affecting the operations,
properties, condition (financial or other), trading position or
prospects or results of operations or general affairs of the Group
taken as a whole (acting in good faith), is material in the context
of the Placing.
(b) there having been a material adverse change in the opinion
of Canaccord (acting in good faith) prior to Admission;
(c) the failure of the Company in any respect which is material
in the opinion of Canaccord (acting in good faith) to comply with
obligations under the Placing Agreement; or
(d) the occurrence of a force majeure event which would make it
impracticable or inadvisable to proceed with the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Canaccord of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Canaccord, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or decision not to exercise.
Placees will have no rights against Canaccord, the Company or any
of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended).
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require 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 or submitted to the London Stock Exchange 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 Exchange Information
(as defined further below). 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
Canaccord or any other person and neither Canaccord nor 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 Canaccord, 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
Canaccord 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
Settlement of transactions in the Placing Shares (ISIN:
GB00B3NCXX73) following Admission will take place within CREST
provided that, subject to certain exceptions, Canaccord reserves
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.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Canaccord and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
CREST or certificated settlement instructions that it has in place
with Canaccord.
It is expected that settlement will be on 8 April 2014 on a T+3
basis in accordance with the instructions set out in the trade
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 LIBOR as
determined by Canaccord.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Canaccord may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Canaccord's account and benefit (as agent
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 Canaccord 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 Canaccord all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Canaccord 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 trade confirmation
or contract note 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. 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 Company and Canaccord,
namely that, each Placee (and any person acting on such Placee's
behalf):
11. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
subscription 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;
12. acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
13. acknowledges that the Ordinary Shares are admitted to
trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules for Companies (collectively "Exchange Information"),
which includes the Company's most recent balance sheet and profit
and loss account and the Company's announcements and circulars
published in the past 12 months and that it is able to obtain or
access such information without undue difficulty;
14. acknowledges that none of Canaccord, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Canaccord, the Company,
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information and has read and
understood the Exchange Information;
15. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Canaccord, its affiliates or any person acting on its or their
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by
Canaccord, the Company or any of their respective directors,
officers or employees or any person acting on behalf of any of
them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Canaccord
(the views of such Research Department not representing and being
independent from those of the Company and the Corporate Finance
Department of Canaccord and not being attributable to the same)),
and neither Canaccord nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this Announcement as it
may otherwise place on a prospectus or admission document. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that Canaccord, its affiliates
or any other person acting on its or their behalf has or may have
conducted;
16. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
17. acknowledges that Canaccord does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Canaccord is not acting for it or its clients and
that Canaccord will not be responsible for providing protections to
it or its clients;
18. acknowledges that none of Canaccord, any of its affiliates
or any person acting on behalf of it or them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
19. that, save in the event of fraud on the part of Canaccord
(and to the extent permitted by the Rules of the FCA), neither
Canaccord, its ultimate holding company nor any direct or indirect
subsidiary undertakings of that holding company, nor any of their
respective directors and employees shall be liable to Placees for
any matter arising out of Canaccord'srole as placing agent or
otherwise in connection with the Placing and that where any such
liability nevertheless arises as a matter of law Placees will
immediately waive any claim against any of such persons which you
may have in respect thereof;
20. represents and warrants that (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
person in the United States;
21. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to 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;
22. unless otherwise specifically agreed in writing with
Canaccord, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of
Canada, Australia, New Zealand, Japan, the Republic of Ireland or
the Republic of South Africa;
23. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan, the Republic of Ireland or the
Republic of South Africa and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those
jurisdictions;
24. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
25. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and Part VIII of
FSMA; (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 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 Canaccord such evidence, if any, as
to the identity or location or legal status of any person which
Canaccord 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
Canaccord on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be purchased by it or
at its direction pursuant to the Placing being reduced to such
number, or to nil, as Canaccord may decide at its sole
discretion;
26. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Canaccord has been
given to the offer or resale;
27. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
28. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
29. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
30. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Canaccord in writing, represents
and warrants that it is a Qualified Investor within the meaning of
the Prospectus Directive;
31. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) falling within Article 49(2)(A) to (D) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order;
or (iii) to whom this Announcement may otherwise be lawfully
communicated;
32. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
33. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that 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 Canaccord;
34. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Canaccord may in its sole
discretion determine and without liability to such Placee and it
will remain liable and will indemnify Canaccord on demand for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
35. acknowledges that none of Canaccord, any of its affiliates,
or any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of Canaccord
and that Canaccord has no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
36. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Canaccord nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Canaccord in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Canaccord who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
37. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement 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 (including non-contractual
matters) 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 Canaccord 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;
38. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
39. agrees that the Company, Canaccord and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Canaccord on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
40. agrees to indemnify on an after-tax basis and hold the
Company, Canaccord and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
41. acknowledges that no action has been or will be taken by any
of the Company, Canaccord or any person acting on behalf of the
Company or Canaccord that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
42. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and 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. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
43. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
44. acknowledges that Canaccord or any of its affiliates acting
as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
45. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation;
46. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Canaccord and
the Company and are irrevocable and shall not be capable of
termination in any circumstances.
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
Canaccord 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 Canaccord in
the event that any of the Company and/or Canaccord 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
Canaccord 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 by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Canaccord does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Canaccord 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.
When a Placee or person acting on behalf of the Placee is
dealing with Canaccord, any money held in an account with Canaccord
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Canaccord' money in
accordance with the client money rules and will be used by
Canaccord in the course of its own business and the Placee will
rank only as a general creditor of Canaccord.
All times and dates in this Announcement may be subject to
amendment. Canaccord shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Act' means the Companies Act 2006
'Admission' means the admission of the Placing Shares to trading
on AIM becoming effective in accordance with the AIM Rules for
Companies;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules for Companies' means the provisions of the London
Stock Exchange AIM Rules for Companies as amended from time to time
governing, inter alia, admission to AIM and the continuing
obligations of AIM companies;
'Announcement' means this announcement (including the appendix
to this announcement);
'Canaccord' means Canaccord Genuity Limited, registered in
England and Wales with number 01774003, whose registered office is
at 88 Wood Street, London EC2V 7QR;
'Company' means Ubisense Group plc;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' means the directors of the Company as at the date of
this Announcement
'Enlarged Share Capital' means the issued ordinary share capital
of the Company as it will be immediately following completion of
the Placing (assuming no further Ordinary Shares are issued
following the date of this Announcement and prior to completion of
the Placing and that the Placing is fully subscribed)
'FCA' means the Financial Conduct Authority of the United
Kingdom acting in its capacity as the competent authority for the
purposes of Part IV of FSMA;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'London Stock Exchange' means London Stock Exchange plc;
'Ordinary Shares' means the ordinary shares of GBP0.02 each in
the capital of the Company;
'Placee' means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
'Placing' means the placing of the Placing Shares by Canaccord,
on behalf of the Company, with institutional investors;
'Placing Agreement' means the placing agreement dated 2 April
2014 between the Company and Canaccord in respect of the
Placing;
'Placing Price' means 220 pence per Placing Share;
'Placing Shares' means the 1,929,589 Ordinary Shares to be
issued pursuant to the Placing;
'Prospectus Directive' means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
'Securities Act' means the US Securities Act of 1933, as
amended;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland; and
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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