TIDMVDTK
RNS Number : 7006N
Verditek PLC
26 September 2019
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (INCLUDING
THE APPICES) IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION
(596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF
OFFERS TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT
WHATSOEVER IN ANY SUCH JURISDICTION. NO MONEY, SECURITIES OR OTHER
CONSIDERATION IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED HEREIN, WILL NOT BE ACCEPTED.THIS
ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU
SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN IN THE
APPICES. THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY
AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000, AS AMED. 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.
26 September 2019
Verditek plc
Proposed Placing
Verditek plc ("Verditek" or "Company"), the internationally
focussed clean technology company that primarily develops, produces
and sells certified lightweight solar panels, with a current
production capacity of 20 MW per annum, is pleased to announce that
the Company is carrying out a placing to raise up to GBP0.65
million, before expenses, via the issue of up to 14,444,444 new
Ordinary Shares ("Placing Shares") at the issue price of 4.5 pence
per share ("Issue Price") ("Placing").
Key Highlights:
-- Proposed fundraising of up to GBP0.65 million, before
expenses, at a price of 4.5 pence per share by way of a Placing
-- Net proceeds of the Placing will be used:
o to accelerate the Company's growth plans as it moves to
commercialisation;
o to provide working capital for the Company's Italian module
factory to produce its lightweight solar panel modules, currently
sales orders from two distributors are for 8 MW. The Company
estimates that the current break-even sales target is 6-7 MW per
annum.
o to fund the 50 per cent. share of the joint development
programme with Paragraf announced on 18 June 2019.
-- The Placing is being conducted through an accelerated
book-build process ("Bookbuild") which will open with immediate
effect following this Announcement
-- Gavin Mayhew, a non-executive Director will participate in
the Placing in the amount of GBP200,000
-- The final number of Placing Shares will be agreed by WH
Ireland and the Company at the close of the Bookbuild, and the
results will be announced as soon as practicable thereafter.
-- The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of WH Ireland, in
consultation with the Company. The Placing is not being
underwritten.
-- Appendix 1 to this Announcement (which forms part of this
Announcement) contains the terms and conditions of the Placing.
Geoff Nesbitt, CEO of Verditek plc, said, "We have made the key
transformation from proving and certifying our technology to
selling it and while it is still early in this process, the
commercial advantages of our lightweight solar panels are
compelling as they are 90% lighter they generate the same amount of
energy as conventional PV. We are looking forward to using these
new funds to further grow our order book."
Enquiries:
Verditek plc
RH Lord David Willetts FRS (Non-Executive Tel: +44 (0)20 7129
Chairman) 1110
Dr Geoff Nesbitt (Chief Executive Officer) enquiries@verditek.plc.uk
Tim Lord (Chief Financial Officer)
WH Ireland Limited (NOMAD and Broker) Tel: +44 (0)20 7220
1666
Chris Hardie (Corporate Finance)
Matthew Chan
Jasper Berry (Corporate Broking)
Novella (Financial PR) Tel: +44 (0) 20 3151 7008
Tim Robertson/Fergus Young
Proposed Placing
The Company has entered into a placing agreement with WH Ireland
Limited ("WH Ireland") in connection with the Placing ("Placing
Agreement"). WH Ireland is acting as sole broker in relation to the
Placing.
A Director, Gavin Mayhew, is subscribing for 4,444,444 new
Ordinary Shares at the Placing Price in the Placing being an amount
of GBP200,000. Under the AIM Rules, the Director's participation in
the Placing constitutes a related party transaction. Lord Willetts,
who is not participating in the Placing, and so constitutes an
independent Director for the purposes of the Placing considers,
having consulted with WH Ireland, that the terms of the related
party transaction are fair and reasonable insofar as the
Shareholders are concerned.
The Company has agreed that subject to Admission, holders of the
Company's convertible loan notes ("CLNs") that participate in the
Placing for an amount of or exceeding 20 per cent. by nominal value
of their holding of CLNs, shall have the conversion price for their
CLNs repriced to 8 pence per share, from 10 pence, being a 78 per
cent. premium to the Issue Price.
The Placing is being conducted, subject to the satisfaction of
certain conditions set out in Appendix 1 to this Announcement,
through an accelerated book-build process, which will be launched
immediately following this Announcement.
The Company has applied for and received Advanced Assurance from
HMRC that the new Ordinary Shares being issued in connection with
the Placing should, depending on the applicable investor's tax
status, rank for EIS relief. Investors should take their own tax
advice on their ability to claim this relief.
Background to and reasons for the Placing
Verditek has commenced production against its first order from
an Australian distributor.
The net proceeds of the Placing will be applied towards:
-- providing working capital for VSI as the production and sales pipeline builds; and
-- funding the 50 per cent. share of the joint development
programme with Paragraf announced on 18 June 2019.
The amount raised by the Placing will not allow all parts of
Verditek's future plans to be achieved, including expansion of
production capacity which will only take place against increased
orders being received by Verditek.
Further details of the Placing
The Company is carrying out the Placing to raise up to GBP0.65
million, before expenses, via a placing of up to 14,444,444 Placing
Shares at a price of 4.5 pence per Placing Share. The Placing
Shares, assuming full take-up, will represent approximately 6.7 per
cent. of the Company's Enlarged Issued Share Capital
WH Ireland is acting as agent for the Company and has agreed to
use reasonable endeavours to place the Placing Shares at the Issue
Price with new and existing investors. The final number of Placing
Shares will be agreed by WH Ireland and the Company at the close of
the Bookbuild and the results will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild
and allocation of the Placing Shares shall be at the discretion of
WH Ireland, in consultation with the Company. The Placing is not
being underwritten.
The Issue Price represents a premium of approximately 26.8 per
cent to the closing mid-market price of Verditek's Ordinary Shares
on 25 September 2019 (being the last business day prior to this
Announcement). The Placing Shares, assuming full take-up, will
represent approximately 6.7 per cent. of the Company's Enlarged
Issued Share Capital. Appendix 1 to this Announcement (which forms
part of this Announcement) contains the terms and conditions of the
Placing.
In connection with the Placing, the Company has entered into the
Placing Agreement with WH Ireland which contains customary
warranties given by the Company in favour of WH Ireland with
respect to the Company's business and customary indemnities given
by the Company in respect of liabilities arising out of or in
connection with the Placing. WH Ireland can terminate the Placing
Agreement at any time prior to Admission in certain circumstances,
including in the event of material breach of the warranties given
in the Placing Agreement, the failure of the Company to comply with
its obligations under the Placing Agreement or, the occurrence of a
force majeure event or a material adverse change affecting the
financial position or business or prospects of the Company. If this
right is exercised by WH Ireland the Placing will not proceed. The
Placing is not being underwritten by WH Ireland.
The Company has agreed to pay certain fees and commissions to WH
Ireland in respect of the Placing.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
including the right to receive dividends and distributions declared
following Admission.
When the Placing is successfully concluded, application will be
made for the Placing Shares to be admitted to trading on the AIM
market ("AIM") of London Stock Exchange plc. Admission for the
Placing Shares is expected to take place at 8.00 a.m. on 1 October
2019.
important information
This Announcement may contain, and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings, the effect of operational risks, and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Solely for the purposes of the product governance requirements
of Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") and local implementing measures, 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 such Placing Shares
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II, and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II ("Target Market Assessment"). Notwithstanding
the Target Market Assessment, Distributors should note that: the
price of New Ordinary Shares may decline and investors could lose
all or part of their investment; New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
New Ordinary 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 any contractual, legal or regulatory selling
restrictions in relation to the Placing. 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 New Ordinary Shares.
WH Ireland is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and
WH Ireland will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by WH Ireland 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 therefor 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 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.
The New Ordinary Shares to be issued or sold pursuant to the
Placing will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
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 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 ("PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ALSO (A) HAVE EXPERIENCE OF MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED ("ORDER"); OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS WHO
HAVE OTHERWISE BEEN LAWFULLY INVITED TO PARTICIPATE IN THE PLACING
BY WH IRELAND (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN VERDITEK PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
("SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM 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.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE 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 REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
All offers of the New Ordinary Shares in the EEA will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the FSMA does not apply.
The New Ordinary 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; the relevant
clearances have not been, and will not be, obtained from 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, nor will they be, registered under
or offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. 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 Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring New Ordinary Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Ordinary Shares that are
allocated to it for the purposes of its business; and
2. in the case of a Relevant Person in a member state of the EEA
who acquires any New Ordinary Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any New Ordinary Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the New Ordinary Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Relevant Member
State other than Qualified Investors or in circumstances in which
the prior consent of WH Ireland has been given to the offer or
resale; or
(ii) where New Ordinary Shares have been acquired by it on
behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those New Ordinary Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons; and
3. it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary Shares for an account with respect
to which it exercises sole investment discretion and has the
authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements
contained in this Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix.
No 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 any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the New Ordinary Shares and Placees' commitments will be
made solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies ("AIM Rules")) by or on behalf of the Company on or prior
to the date of this Announcement ("Publicly Available Information")
and subject to any further terms set forth in the contract note to
be sent to individual Placees.
Each Placee, by participating 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 information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of WH
Ireland or the Company or any other person and none of WH Ireland,
the Company nor any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. 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. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the New Ordinary Shares
WH Ireland has entered into a placing agreement ("Placing
Agreement") with the Company under which, on the terms and subject
to the conditions set out in the Placing Agreement, WH Ireland, as
agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for up to 14,444,444 new
Ordinary Shares ("Placing Shares" or "New Ordinary Shares"). The
placing of the Placing Shares is not underwritten by WH
Ireland.
The New Ordinary Shares will, when issued, be subject to the
memorandum and articles of association of the Company, credited as
fully paid and will rank pari passu in all respects with the
Company's Existing Issued Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the New Ordinary Shares.
As part of the Placing, the Company has agreed that it will not,
without the prior written consent of WH Ireland, for a period of 90
days after (but including) Admission:
1. make any public statement, public announcement or
communication or publish any document which relates to the Placing
or Admission or which is otherwise material in the context of the
Placing or Admission or the market for the Company's Ordinary
Shares save as may be required by law or applicable regulation
(including the AIM Rules, the DTRs and MAR), in which event the
form, content and timing of such announcement shall be subject to
the prior approval of WH Ireland; or
2. enter into any commitment, agreement or arrangement which
would give rise to any obligation for the Company to make any
announcement or notification to London Stock Exchange or which may
involve any increase in, or obligation (whether contingent or
otherwise) to allot, any shares in the Company or any other member
of the Group.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 1 October 2019 and that dealings in the New Ordinary Shares
on AIM will commence at the same time.
Principal terms of the Placing
1. WH Ireland is acting as bookrunner in connection with the
Placing, as agent for and on behalf of the Company.
2. In each case participation in the Placing will only be
available to persons who may lawfully be, and are, invited by WH
Ireland to participate. WH Ireland and any of its affiliates are
entitled to participate in the Placing as principal.
3. The Placing Price is fixed at 4.5 pence and is payable to WH
Ireland (as agent for the Company) by all Placees.
4. Each Placee's allocation will be determined by WH Ireland in
its discretion following consultation with the Company and will be
confirmed orally by WH Ireland.
5. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by WH Ireland. The terms of
this Appendix will be deemed incorporated in that contract
note.
6. Each Placee's allocation and commitment to acquire New
Ordinary Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with WH Ireland's
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to WH Ireland
(as agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of New Ordinary Shares such Placee has agreed to
acquire and the Company has agreed to allot and issue to that
Placee.
7. Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland 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.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all New
Ordinary Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under the section titled "Registration and Settlement" of this
Appendix.
9. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under the section
titled "Conditions of the Placing" of this Appendix and to the
Placing not being terminated on the basis referred to below under
the section titled "Termination of the Placing" of this
Appendix.
10. 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.
11. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) WH Ireland; nor
(b) any of its affiliates, agents, directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with WH Ireland as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of WH
Ireland);
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither WH Ireland nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of WH Ireland's conduct of the Placing
or of such alternative method of effecting the Placing as WH
Ireland and the Company may agree.
Registration and settlement
If Placees are allocated any New Ordinary Shares in the Placing
they will be sent a contract note or electronic confirmation which
will confirm the number of New Ordinary Shares allocated to them,
the Placing Price and the aggregate amount owed by them to WH
Ireland.
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 WH Ireland in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with WH Ireland.
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00BF2C0424) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+3 basis unless otherwise notified by WH Ireland and
is expected to occur on 1 October 2019 ("Settlement Date") on a
delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the New Ordinary Shares
to CREST or the use of CREST in relation to the Placing, the
Company and WH Ireland may agree that the New Ordinary Shares
should be issued in certificated form. WH Ireland reserves the
right to require settlement for the New Ordinary Shares, and to
deliver the New Ordinary Shares to Placees, by such other means as
it deems necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in the jurisdiction in which a Placee is
located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by WH Ireland.
Each Placee is deemed to agree that if it does not comply with
these its payment obligations or any other terms and conditions
applicable to it as set out in this Appendix, WH Ireland may sell
any or all of its allocation of New Ordinary Shares on its behalf
and retain from the proceeds, for WH Ireland's own account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the Placing Price and for any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of its New Ordinary Shares
on its behalf.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as New
Ordinary 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 New
Ordinary Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of WH Ireland under the Placing Agreement are,
and the Placing are, conditional upon, inter alia:
(a) Admission taking place not later than 8.00 a.m. on 1 October
2019 (or such later date as WH Ireland and the Company may agree as
the date for Admission but in any event not later than 8.00 a.m. on
15 October 2019);
(b) the Company having performed its obligations under the
Placing Agreement in so far as they are required to be performed
prior to Admission; and
(c) WH Ireland not having prior to Admission exercised its right
to terminate the Placing Agreement,
(all conditions to the obligations of WH Ireland included in the
Placing Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and WH
Ireland may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's
rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under the section titled
"Termination of the Placing " below in this Appendix and will not
be capable of rescission or termination by it.
WH Ireland may, in its absolute discretion and upon such terms
as it thinks fit, waive fulfilment of all or any of the conditions
in whole or in part, or extend the time provided for fulfilment of
one or more conditions, save that certain conditions including the
condition relating to Admission referred to in paragraph (b) above
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix.
WH Ireland may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither WH Ireland nor any of its affiliates, agents, directors,
officers or employees 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 any of them 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 any of them 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 WH Ireland.
Termination of the Placing
WH Ireland may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
(a) the Company is in breach of any of its material obligations
under that agreement or any applicable law or regulation in respect
of the Placing;
(b) any of the Warranties (as given at the date of the Placing
Agreement and as repeated on each day up to and including Admission
is or becomes untrue or inaccurate or misleading in any material
respect;
(c) any event which constitutes a force majeure under the terms
of the Placing Agreement occurs which, in the good faith opinion of
WH Ireland would prevent any party from performing its obligations
under that agreement;
(d) as, in the reasonable opinion of WH Ireland, been a material
adverse change in, or affecting, the condition (financial,
operational, legal or otherwise) or prospects of the Group taken as
a whole or there is a fact, circumstance or development reasonably
likely to result in such a material adverse change;
(e) it comes to the notice of WH Ireland that any statement
contained in any Placing Document (or any amendment or supplement
thereto) is or has become untrue, inaccurate or misleading in any
material respect.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as set out in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and WH Ireland that the exercise by the Company or WH
Ireland of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or WH Ireland or for agreement between
the Company and WH Ireland (as the case may be) and that neither
the Company nor WH Ireland need make any reference to such Placee
and that none of the Company, WH Ireland nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by WH Ireland of a contract note or other
confirmation confirming each Placee's allocation and commitment in
the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where WH Ireland expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of New Ordinary Shares is subject to and
based upon all of the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements, undertakings
and other information contained herein, and that it has not relied
on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, , the Company,
the New Ordinary Shares or otherwise, other than the information
contained in this Announcement and the Publicly Available
Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and it acknowledges that no
prospectus or other offering document:
(a) is required under the Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and MAR,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account, that it is able to obtain or access such information
without undue difficulty, and that it is able to obtain access to
such information or comparable information concerning any other
publicly traded company without undue difficulty;
4. it has made its own assessment of the New Ordinary 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 WH Ireland nor the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the New Ordinary Shares
or the Company or any other person other than the information in
this Announcement or the Publicly Available Information; nor has it
requested WH Ireland, the Company, any of their respective
affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such
information;
5. neither WH Ireland nor any person acting on behalf of it nor
any of its affiliates, agents, directors, officers or employees
has, or shall have, any liability for any Publicly Available
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;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the New Ordinary
Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the New Ordinary Shares,
and it has made its own assessment of the Company, the New Ordinary
Shares and the terms of the Placing based on the Publicly Available
Information;
(b) neither WH Ireland, nor the Company (nor any of their
respective affiliates, agents, directors, officers and employees)
have made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the New Ordinary Shares
or the accuracy, completeness or adequacy of this Announcement or
the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the
Placing and the New Ordinary Shares, having satisfied itself that
the information is still current, and relied on that investigation
for the purposes of its decision to participate in the Placing;
and
(d) it has not relied on any investigation that WH Ireland or
any person acting on its behalf may have conducted with respect to
the Company, the Placing or the New Ordinary Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by, and is exclusively the
responsibility of, the Company, and that neither WH Ireland nor any
persons acting on its behalf is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information, nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. it is not, and at the time the New Ordinary Shares are
acquired will not be, a resident of Australia, Canada, the Republic
of South Africa or Japan;
9. the New Ordinary Shares for which it has agreed to acquire
have not been registered or otherwise qualified, and will not be
registered or otherwise qualified, for offer and sale nor will a
prospectus be cleared or approved in respect of any of the New
Ordinary Shares under the securities laws of the United States, or
any state or other jurisdiction of the United States, Australia,
Canada, the Republic of South Africa or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for
that purpose is required;
10. it has the funds available to pay for the New Ordinary
Shares which it has agreed to acquire and acknowledges and agrees
that it will pay the total subscription amount in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant New Ordinary Shares may be
placed with other Placees or sold at such price as WH Ireland
determines;
11. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire New Ordinary Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of New Ordinary Shares and
will honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of New Ordinary
Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the New Ordinary Shares are acquired will not
be, a resident of, or with an address in, or subject to the laws
of, Australia, Canada, the Republic of South Africa or Japan, and
it acknowledges and agrees that the New Ordinary Shares have not
been and will not be registered or otherwise qualified under the
securities legislation of Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
13. it and the beneficial owner of the New Ordinary Shares is,
and at the time the New Ordinary Shares are acquired will be,
outside the United States and acquiring the New Ordinary Shares in
an "offshore transaction" as defined in and in accordance with,
Regulation S under the Securities Act;
14. that the New Ordinary Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or
resold in or into or from the United States;
15. neither WH Ireland, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of WH Ireland or its affiliates, agents,
directors, officers or employees is making any recommendations to
it or advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and
will not be a client of WH Ireland and that WH Ireland has no
duties or responsibilities to it for providing the protections
afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
16. it will make payment to WH Ireland for the New Ordinary
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement, failing which the relevant New Ordinary Shares may be
placed with others on such terms as WH Ireland determines in its
absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such New Ordinary Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
such Placee's New Ordinary Shares on its behalf;
17. no action has been or will be taken by any of the Company,
WH Ireland or any person acting on behalf of the Company or WH
Ireland that would, or is intended to, permit a public offer of the
New Ordinary Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
18. the person who it specifies for registration as holder of
the New Ordinary Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that WH Ireland and the Company will not 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 acquire New
Ordinary Shares pursuant to the Placing and agrees to indemnify the
Company and WH Ireland in respect of the same on the basis that the
New Ordinary Shares will be allotted or transferred to a CREST
stock account of WH Ireland who will hold them as nominee on behalf
of the Placee until settlement in accordance with its standing
settlement instructions with it;
19. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of New Ordinary
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of New Ordinary Shares
would give rise to such a liability;
20. if it is within the United Kingdom, it and any person acting
on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of
the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any New Ordinary Shares that are allocated
to it for the purposes of its business only;
21. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the United Kingdom or elsewhere
in the EEA prior to the expiry of a period of six months from
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 and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Regulation;
22. if it is within the EEA, it is a Qualified Investor as
defined in section 86(7) of the FSMA, being a person falling within
Article 2(e) of the Prospectus Regulation;
23. it has only communicated or caused to be communicated and it
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 New Ordinary Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been
approved by WH Ireland in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as
financial promotion by an authorised person;
24. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the New Ordinary Shares (including all relevant provisions of the
FSMA in respect of anything done in, from or otherwise involving
the United Kingdom);
25. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation , the New Ordinary 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
of the EEA which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the express
prior written consent of WH Ireland has been given to the offer or
resale;
26. if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
(a) dealt (or attempted to deal) in the securities of the Company; or
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
WH Ireland and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase New
Ordinary Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
New Ordinary Shares, any other securities of the Company or other
related investments whether in connection with the Placing or
otherwise. Accordingly, references in this Announcement to the New
Ordinary Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, WH Ireland and/or any of
its affiliates acting as an investor for its or their own
account(s). Neither WH Ireland nor the Company intend to disclose
the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
27. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US 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;
or
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(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 WH Ireland such evidence, if any, as to the identity or location
or legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
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 WH Ireland on the basis that any
failure by it to do so may result in the number of New Ordinary
Shares that are to be acquired by it or at its direction pursuant
to the Placing being reduced to such number, or to nil, as WH
Ireland may decide at its sole discretion;
28. in order to ensure compliance with the Regulations, WH
Ireland (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to WH Ireland
or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the New Ordinary
Shares may be retained at WH Ireland's absolute discretion or,
where appropriate, delivery of the New Ordinary Shares to it in
uncertificated form may be delayed at WH Ireland's or the Company's
registrars' absolute discretion, as the case may be. If within a
reasonable time after a request for verification of identity WH
Ireland (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, either WH Ireland and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
29. it acknowledges that its commitment to acquire New Ordinary
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions 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 or WH
Ireland's conduct of the Placing;
30. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the New Ordinary Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and 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
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
31. it irrevocably appoints any duly authorised officer of WH
Ireland as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
New Ordinary Shares for which it agrees to acquire upon the terms
of this Announcement;
32. the Company, WH Ireland and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of its representations,
warranties, acknowledgements and agreements set out in this
Appendix, which are given to WH Ireland on its own behalf and on
behalf of the Company and are irrevocable;
33. it is acting as principal only in respect of the Placing or,
if it is acquiring the New Ordinary Shares as a fiduciary or agent
for one or more investor accounts, it is duly authorised to do so
and it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
34. time is of the essence as regards its obligations under this Appendix;
35. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to WH Ireland;
36. the New Ordinary Shares will be issued subject to the terms
and conditions of this Appendix; and
37. the terms and conditions contained in this Appendix, and all
documents into which this Appendix is incorporated by reference or
otherwise, validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire New Ordinary Shares pursuant to the Placing will be
governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of such
contract except that enforcement proceedings in respect of the
obligation to make payment for the New Ordinary Shares (together
with interest chargeable thereon) may be taken by the Company or WH
Ireland 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, WH Ireland and each of their respective affiliates,
agents, directors, officers and employees 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 given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by WH Ireland, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue New Ordinary Shares to Placees
(or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the New Ordinary Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer the New Ordinary Shares into a clearance
service. If there are any such arrangements, or the settlement
involves any other dealings in the New Ordinary Shares, stamp duty
or stamp duty reserve tax may be payable. In that event, the Placee
agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor WH Ireland shall be
responsible for such stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify WH
Ireland accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any New Ordinary Shares
or the agreement by them to acquire any New Ordinary Shares and
each Placee, or the Placee's nominee, (in respect of the New
Ordinary Shares of the person on whose behalf it is participating
in the Placing as an agent or nominee) shall where the allocation,
allotment, issue or delivery of New Ordinary Shares has given rise
to any such non-United Kingdom stamp, registration, documentary,
transfer or similar taxes or duties, pay such taxes and duties,
including any interest and penalties (if applicable), and indemnify
on an after-tax basis and hold harmless, each of the Company and WH
Ireland in the event that either the Company and/or WH Ireland
shall have incurred any liability to pay or account for such taxes
or duties.
WH Ireland is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and WH Ireland will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that WH Ireland does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with WH Ireland, any money held in an account with WH
Ireland 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 relevant rules and regulations of the FCA made under
the FSMA. Each 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 WH Ireland's
money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
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 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.
The New Ordinary Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
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.
APPENDIX 2 - DEFINITIONS
"Admission" the admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules
"AIM" AIM, a market operated by London
Stock Exchange
"AIM Rules" the AIM Rules for Companies
issued by London Stock Exchange,
as amended from time to time
"Company" or "Verditek" Verditek plc
"CREST" a relevant system (as defined
in the Regulations) in respect
of which Euroclear UK & Ireland
Limited is the Operator (as
defined in the Regulations)
"Directors" or "Board" the directors of the Company
"DTRs" disclosure guidance and transparency
rules made by the FCA in accordance
with section 73(A)(3) of FSMA
"Enlarged Issued Share Capital" the number of Ordinary Shares
in issue immediately following
Admission assuming 14,444,444
Placing Shares are issued
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"Group" the Company and its subsidiary
undertakings
"HMRC" the Company and its subsidiary
undertakings
Her Majesty's Revenue and Customs
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" ordinary shares of 0.04 pence
each in the share capital of
the Company
"WH Ireland" WH Ireland Ltd, the Company's
Nominated Adviser and Broker
"Placing" the conditional placing of the
Placing Shares at the Placing
Price announced on 26 September
2019
"Placing Agreement" the conditional agreement dated
26 September 2019 relating to
the Placing and made between
the Company and WH Ireland
"Placing Price" 4.5 pence per Placing Share
"Placing Shares" or "New Ordinary up to 14,444,444 New Ordinary
Shares" Shares which are available for
subscription by Placees pursuant
to the Placing
"Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
as amended
"Shareholders" holders of Ordinary Shares
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEPGUCPBUPBGMA
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September 26, 2019 02:02 ET (06:02 GMT)
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