TIDMICON
RNS Number : 2004F
Iconic Labs PLC
13 November 2020
Prior to publication, the information contained in this
announcement was deemed by the Company to constitute inside
information for the purposes of Article 7 under the Market Abuse
Regulation (EU) No. 596/2014 and the information contained herein
is not for publication, release or distribution, directly or
indirectly, in or into, the United States, Australia, Canada,
Japan, the Republic of South Africa or any other jurisdiction in
which such publication, release or distribution would be unlawful
("Restricted Jurisdiction"). The information contained herein does
not constitute an offer of securities for sale in any Restricted
Jurisdiction. With the publication of this announcement, this
information is now considered to be in the public domain.
For immediate release
13th November 2020
Iconic Labs Plc ("Iconic Labs" or the "Company")
Firm Placing, End of EHGOF Share Issuances and New Conventional
Debt Facility
Iconic Labs Plc (LSE:ICON) (the "Company"), a multi-divisional
new media and technology business, today announces the placing of
6,231,610,203 new ordinary shares ("Ordinary Shares") of GBP0.00001
each in the capital of the Company (the "Placing Shares") at a
price of GBP0.00012 per Placing Share ("Placing Price") to raise
total gross proceeds of GBP747,793 (the "Placing").
Shard Capital Partners LLP ("Shard") has acted as sole
bookrunner in relation to the Placing. The Placing is subject to
the terms and conditions set out in the Appendices to this
announcement (which forms part of this announcement, such
announcement and its Appendices together being this
"Announcement").
In addition, the Company is also announcing today that it has
entered into a new more conventional debt facility (the "Facility")
with Shard Merchant Capital Limited ("SMC"). The Facility is to be
secured and is for an aggregate amount of up to GBP1 million, with
an initial drawdown of GBP500,000 from SMC.
The Company is also announcing today that it has brought to an
end any further issuances of Ordinary Shares to European High
Growth Opportunities Securitization Fund ("EHGOF") and has agreed
with SMC, pursuant to the terms of the Facility, that the Company
will not enter into a transaction with EHGOF for a 3 year
period.
Placing highlights
-- Placing fully subscribed.
-- Placing of 6,231,610,203 Placing Shares at the Placing Price
has raised gross proceeds of GBP747,793.
-- The Placing Shares will represent approximately 19.99% of the
Company's existing issued share capital.
-- The Placing Price of GBP0.00012 per Placing Share, represents
a 20% discount to the Company's closing mid-market share price on
12 November 2020.
John Quinlan, CEO of Iconic Labs plc commented: " I am very
pleased that following hard work we are now able to follow through
on our commitment to replace the EHGOF facility with more
conventional funding. Many shareholders have told us that this was
critical in their view, and it is great to be able to deliver the
news that they have wanted for so long.
Now we have cancelled the EHGOF facility and put in place a more
conventional debt funding facility, it will remove the overhang of
continuous conversion of convertible instruments into Ordinary
Shares and the dilutive effect that had. With this funding in place
we will be able to focus on executing our strategy as previously
outlined.
On an operational level, we believe the recent doubling of the
base monthly management fee under the JOE media deal is a
gamechanger and builds upon the commercial traction that we are
achieving with these underlying businesses - in which we have a 25%
profit share. To give some examples, since taking over the
management of JOE the Company has not only secured several major
sponsorship contracts but has increased programmatic advertising
revenue of 300%. We have also significantly increased revenues at
TLE, with programmatic advertising revenue more than doubling in
recent months."
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
**S**
For further information, please visit the Company's website
www.iconiclabs.co.uk or contact:
Damon Heath Shard Capital Partners Tel: +44 (0) 20 7186 9950
LLP
Iconic Labs ir@iconiclabs.co.uk
Update on current trading and operations
The Company continues to develop its business and operations,
and in addition to organic growth of its owned publishing brands
and consultancy services, has seen revenues increase as a result of
entering into management service contracts in respect of JOE Media
and TheLondonEconomic. These management service contracts not only
minimise the capital cost of expansion, but also have the
advantages of providing base revenues through fixed monthly fees
together with entitlements to significant shares in the profits
from those publishing brands. Going forward, the Company will
assess the balance of owned brands and managed brands within its
portfolio, but expects to continue both types of operation.
Before the end of the calendar year, the Company will release
its full year results for the period ended 30 June 2020.
Reasons for the Placing
The Company's directors have noted the views of its members that
they would prefer the Company to seek conventional sources of
funding and believed that the existence of variable pricing
convertible instruments with EHGOF had restricted the performance
of the Company's share price.
As a result, the Company entered into discussions with EHGOF
which led to the recent termination of the Deed of Issuance and
Subscription dated 5 August 2019 and the Financing and Settlement
Agreement dated 7 February 2020 between EHGOF and the Company.
The Placing, along with the entering into of the new Facility,
enables the Company to progress towards a more conventional basis
of funding with the principal use of the proceeds received from the
Placing being used for general working capital purposes. As a
result, the Company's directors believe that the Placing is in the
best interests of its shareholders and wider stakeholders as a
whole.
The Facility
The Facility, entered into with SMC, is a conventional senior
secured loan that has been entered into in order to ensure that the
Company has a sufficient working capital buffer during this next
growth phase.
The Facility is to be secured and has a one year repayment
schedule, with a four month holiday period prior to the
commencement of the repayments. The commitment amount under the
Facility is for up to an aggregate amount of GBP1 million, with an
agreed initial availability of GBP500,000, which is to be drawn
down immediately by the Company. Any additional draw-downs require
the consent of all parties before the amounts can be drawn down.
The Facility has an interest rate of 10% per annum and includes a
number of standard events of default, and provided that the
Facility is not in default then all repayments shall be made in
cash. The Facility also includes the granting of warrants to SMC in
an aggregate amount equal to half of the total commitment amount
and with a strike price of a 50% premium to the Placing Price.
No Transactions with EHGOF
As part of the undertakings given to SMC in the Facility, the
Company has covenanted that for a period of three years it shall
not enter into any capital raising transaction with EHGOF, or any
affiliate or associate of EHGOF, which includes a prohibition on
all forms of debt and equity transactions whether or not
convertible or secured and any other transaction howsoever
structured, the effect of which is to raise capital from EHGOF or
any associate or affiliate of EHGOF.
Following the termination of the Deed of Issuance and
Subscription dated 5 August 2019 and the Financing and Settlement
Agreement dated 7 February 2020, with EHGOF, the Company still has
loan notes that are outstanding and due to be repaid to EHGOF.
These loan notes are unsecured. The Company continues to explore
proposals with EHGOF for early settlement of these debts.
Details of the Placing
Prior to announcement of the Placing, the Company consulted with
several shareholders to gauge their feedback as to the transaction
and the terms of the Placing. Feedback from this consultation was
supportive and as a result the directors have chosen to proceed
with the Placing.
The issue and allotment of the Placing Shares has been conducted
utilising the Company's existing share authorities and is
conditional, inter alia, on admission of the Placing Shares to the
standard listing segment of the Official List, and to the London
Stock Exchange plc for admission to trading on the Main Market for
listed securities ("Admission") becoming effective.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing Ordinary Shares of the Company, including without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application has been made to the Financial Conduct Authority and
the London Stock Exchange plc for the Placing Shares to be
Admitted. It is expected that Admission will become effective and
that dealings in the Placing Shares on the Main Market will
commence on or around 20 November 2020.
On Admission, the Company will have 37,405,248,039 Ordinary
Shares in issue, each with one voting right. There are no shares
held in treasury. Therefore, the Company's total number of Ordinary
Shares and voting rights will be 37,405,248,039 and this figure may
be used by Shareholders from Admission as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
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. Unless otherwise
stated, capitalised terms in this Announcement have the meanings
ascribed to them in Appendix 2.
IMPORTANT NOTICES
No action has been taken by the Company or Shard or any of its
or their respective Affiliates, or any of its or their respective
agents, directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required by the Company and Shard to inform themselves
about, and to observe, such restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice
in the relevant jurisdiction.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, absent registration under
the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or any other jurisdiction of the United States. The Placing
Shares are, being offered and sold (a) outside the United States in
offshore transactions as defined in, and pursuant to Regulation S
under the Securities act ("Regulation S") or (b) in the United
States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A of the Securities
Act) ("QIBs") in transactions not involving any "public offering"
within the meaning of Section 4(a)(2) of the Securities Act and/or
pursuant to an exemption from, or transactions not subject to, the
registration requirements of the Securities Act. A Placee (as
defined below) and any prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be, (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or (ii) (a) a QIB and (b)
subscribing for the Placing Shares pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
under the Securities Act. 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 and does not meet the criteria above, will not be
accepted.
The relevant clearances have not been, nor will they be,
obtained from the securities c omission 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 Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (each a Placee) by
making an oral or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and acquiring Placing Shares on the terms and conditions contained
in Appendix 1 to this Announcement and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes'", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking
statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its directors and Shard each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, MAR, the DTRs, the rules of
the London Stock Exchange or the FCA and Shard, which is authorised
and regulated by the FCA is acting solely for the Company and no
one else in connection with the Placing, the content of this
Announcement and other matters described in this Announcement.
Shard will not regard any other person as their respective clients
in relation to the Placing, the content of this Announcement and
other matters described in this Announcement and will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their respective
clients or for providing advice to any other person in relation to
the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Shard
or by any of its respective Affiliates or any of its respective
directors, officers, employees, agents or advisers as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed has been issued by and
is the sole responsibility of the Company. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by Shard or by any of its respective Affiliates or any of
its respective directors, officers, employees, agents or advisers
as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. 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. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice in the relevant
jurisdiction.
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 as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, Shard and any of its respective
Affiliates, may take up a portion of the shares of the Company in
the Placing as a principal position and in that capacity may
retain, purchase or sell for its own account such shares and other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to Shard or any of its respective
Affiliates acting in such capacity. In addition, certain of Shard
or any of its respective Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which Shard or any of
its respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. None of Shard or any of its respective Affiliates intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
The Placing 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 (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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II 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 (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shard will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, INCLUDING BY
DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE 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 THE SALE OR SUBSCRIPTION OR
A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN
THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE
UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL
BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR
(III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING
SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO
ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS
AMED. THERE WILL
BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE
UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
(THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL .
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
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; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
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,
any Placee should read and understand the information provided in
the "Important Notice" 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 Placing 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 Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom or a
member state of the EEA which has implemented the Prospectus
Directive (each, a "Relevant Member State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
(b) 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 Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Shard has been given to the offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State 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;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing 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;
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; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is either:
(a) outside the United States acquiring the Placing Shares in
offshore transactions as defined in, and in accordance with,
Regulation S under the US Securities Act; or
(b) a "qualified institutional buyer" as defined in Rule 144A
under the US Securities Act (a "QIB").
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 Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through
a regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by Shard to confirm
their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents 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 Shard
or the Company or any other person and none of Shard, the Company
nor any other person acting on such person's behalf nor any of
their respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). 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. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Shard is acting as sole bookrunner in connection with the
Placing and has entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in
the Placing Agreement, Shard, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
placees for the Placing Shares at the Placing Price. The Placing is
not being underwritten by Shard or any other person.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Company will allot and issue the Placing
Shares on a non-pre-emptive basis to the Placees in consideration
for Shard transferring its holdings of redeemable preference shares
and ordinary subscriber shares in Iconic Finance (Jersey) Limited
("JerseyCo") to the Company. Accordingly, instead of receiving cash
as consideration for the issue of Placing Shares, at the conclusion
of the Placing the Company will own all of the issued ordinary
shares and redeemable preference shares of JerseyCo whose only
asset will be its cash reserves, which will represent an amount
approximately equal to the net proceeds of the Placing.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid up and will be issued
subject to the Company's articles of association and rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges,
encumbrances and equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") (the "Application") for admission to
trading of the Placing Shares on the Main Market (the
"Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. London time on 20 November 2020 (or such
later time or date as Shard may agree with the Company, being no
later than 8.00 a.m. London time on 4 December 2020) and that
dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Shard is arranging the Placing as sole bookrunner and placing
agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Shard. Shard may itself agree to be a Placee in respect of all or
some of the Placing Shares or may nominate any member of its group
to do so.
3. The Placing Price will be a fixed price at GBP0.00012 per
Placing Share. No commissions will be paid to Placees or by Placees
in respect of any of the Placing Shares.
4. Allocations of the Placing Shares to the Placees will be
determined by Shard after consultation with the Company (the
proposed allocations having been supplied by Shard to the Company
in advance of such consultation). Subject to the execution of the
Placing Supplement, allocations will be confirmed orally by Shard
and a Form of Confirmation will be despatched as soon as possible
thereafter. Shard's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of Shard and the Company,
to acquire the number of Placing Shares allocated to it and to pay
the Placing Price in respect of such shares on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association. An offer to acquire Placing
Shares which has been communicated by a prospective Placee to Shard
and which has not been withdrawn or revoked prior to the
publication of this Announcement shall not be capable of withdrawal
or revocation immediately following the publication of this
Announcement without the consent of Shard.
5. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that Form of
Confirmation.
6. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
7. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
8. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
9. To the fullest extent permissible by law, neither Shard, nor
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Shard, the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties)
in respect of Shard's conduct of the Placing.
10. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Shard's conduct of the
Placing.
11. All times and dates in this Announcement may be subject to
amendment. Shard shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Shard' obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others)
(the "Conditions"):
1. the London Stock Exchange agreeing to admit the Placing
Shares to trading on the Main Market (subject only to
allotment);
2. Admission occurring no later than 8.00 a.m. London time on 20
November 2020 (or such later time or date as Shard may otherwise
agree with the Company, being no later than 8.00 a.m. London time
on 4 December 2020) (the "Closing Date");
3. there having been no development or event resulting in a
Material Adverse Effect which could, in the good faith opinion of
Shard, materially and adversely affect the Placing or dealings in
the Ordinary Shares following Admission;
4. the delivery by the Company to Shard of a certificate signed
by a Director for and on behalf of the Company immediately prior to
Admission (and dated as of such date);
5. the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement, the Option Agreement and the Subscription and Transfer
Agreement and are material in the opinion of Shard in the context
of the Placing or Admission; and
6. none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate or misleading when
made and none of the warranties ceasing to be true and accurate or
becoming misleading at any time prior to Admission by reference to
the facts and circumstances then subsisting.
Shard may, at its discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the Conditions or
extend the time or date provided for fulfilment of any such
Conditions in respect of all or any part of the performance
thereof. The conditions in the Placing Agreement relating to
Admission taking place and execution of the Term Sheet may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Shard by the relevant time or date specified
(or such later time or date as Shard may agree with the Company,
being no later than 8.00 a.m. London time on 4 December 2020); or
(ii) the Placing Agreement is terminated in the circumstances
specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and the Placees' rights
and obligations hereunder in relation to the Placing Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
Neither Shard, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees 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 Shard.
Right to terminate under the Placing Agreement
Shard is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of the
warranties on the part of the Company contained in the Placing
Agreement, the Subscription and Transfer Agreement and/or the
Option Agreement that Shard consider (acting in good faith) to be
material in the context of the Placing and/or Admission;
2. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by Shard;
3. there has been a development or event resulting in a Material
Adverse Effect which could in the good faith opinion of Shard,
materially and adversely affect the Placing or dealings in the
Ordinary Shares following Admission whether or not foreseeable at
the date of this Agreement;
4. the obligations of Shard under the Placing Agreement not
having been terminated and the Option Agreement and the
Subscription and Transfer Agreement remaining fully in force and
effect; or
5. the occurrence of a material adverse change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Shard of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of Shard and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by Shard of the allocation and
commitments following the Placing.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. Shard reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by
such other means that they may deem necessary if delivery or
settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Shard is acting as settlement bank. Following the Placing, each
Placee to be allocated Placing Shares in the Placing will be sent a
Form of Confirmation stating the number of Placing Shares allocated
to them at the Placing Price, the aggregate amount owed by such
Placee to Shard and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with Shard.
The Company will deliver the Placing Shares to a CREST account
operated by Shard as agent for the Company and Shard will enter its
delivery instruction into the CREST system. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares
will take place on or around 13 November 2020 on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Shard.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Shard may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Shard' 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 aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued 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. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither Shard nor the
Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Shard (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares, the
following:
1. it has read and understood this Announcement in its entirety
and its acquisition 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 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 the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to the standard listing
segment of the Official List and to trading on the Main Market and
that the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices of the Main Market, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or has access to such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
companies, without undue difficulty;
3. to be bound by the terms of the articles of association of the Company;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Shard nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and Shard on an after-tax basis in respect
of any Indemnified Taxes;
5. neither Shard nor any of its affiliates agents, directors,
officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person in connection with the Placing;
6. time is of the essence as regards its obligations under this Announcement;
7. 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 Shard;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such Documents to any person;
9. no prospectus or other offering document is required under
the Prospectus Directive, nor will one be prepared in connection
with the Placing or the Placing Shares and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares;
10. in connection with the Placing, Shard and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Shard or any of its
affiliates acting in such capacity;
11. Shard and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
Shard and any of its affiliates may from time to time acquire, hold
or dispose of such securities of the Company, including the Placing
Shares;
12. Shard does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
13. Shard does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of Shard in connection with its
participation in the Placing and that Shard has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Shard nor any of its
affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information,
representation or statement contained in, or omission from, this
Announcement, the Publicly Available Information or otherwise 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, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Shard or the Company nor any of their respective
affiliates, agents, directors, officers or employees acting on
behalf of any of them with respect to the Company, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of any
information contained in the Placing Documents, or the Publicly
Available Information or otherwise;
18. neither Shard, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of Shard, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
19. neither Shard nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation
that Shard, any of its affiliates or any person acting on its
behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(a) will not look to Shard for all or part of any such loss it may suffer;
(b) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(c) is able to sustain a complete loss of an investment in the Placing Shares;
(d) has no need for liquidity with respect to its investment in the Placing Shares;
(e) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(f) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or Shard for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 and that
it has not taken any action or omitted to take any action which
will or may result in Shard, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of Shard
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 Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Shard or any person acting on
behalf of the Company or Shard that would, or is intended to,
permit a public offer of the Placing Shares in the Restricted
Jurisdictions or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action
for that purpose is required;
29. no action has been or will be taken by any of the Company,
Shard or any person acting on behalf of the Company or Shard that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with Shard, it is not
and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, New Zealand, Japan, the
Republic of South Africa or any province or territory of
Canada;
31. it may be asked to disclose in writing or orally to Shard:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be (i) outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act or (ii) a
QIB and will duly execute a US investor letter and deliver the same
to Shard or its affiliates;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor Shard make any
representation or warranty with respect to the same. Accordingly,
neither the Company nor Shard can provide any advice to United
States investors as to whether the Company is or is not a PFIC for
the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Shard undertakes to provide to
United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information
returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Shard in writing, it is a Qualified
Investor;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Directive;
41. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed for
by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in a member state of the EEA which has
implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the prior consent of Shard
has been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
43. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
44. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Shard 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 a
financial promotion by an authorised person;
45. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
48. in order to ensure compliance with the Regulations, Shard
(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 Shard or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Shard's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at
Shard's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify Shard (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, either Shard 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;
49. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
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 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 Shard may in its sole discretion determine
and without liability to such Placee, who will remain liable for
any amount by which the net proceeds of such sale falls short of
the product of the relevant Placing Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
51. any money held in an account with Shard on behalf of the
Placee and/or any person acting 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 Shard's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
52. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Shard or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
53. Shard nor any of its affiliates, nor any person acting on
behalf 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;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
55. the rights and remedies of the Company and Shard under the
terms and conditions in this Announcement are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others; and
56. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or Shard 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as Shard and are irrevocable. Shard,
the Company and their respective affiliates and others will rely
upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and Shard
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Shard and 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 Announcement or incurred by Shard, the
Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Announcement shall survive after
completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor Shard will
be responsible and the Placees shall indemnify the Company and
Shard on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or Shard in respect of any such arrangements or dealings.
If this is the case, each Placee should seek its own advice and
notify Shard accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for
Placing Shares.
The Company and Shard are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of any country in the EEA. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify Shard and the Company accordingly. Furthermore,
each prospective Placee agrees to indemnify on an after-tax basis
and hold Shard and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
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 Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the
standard listing segment of the Official List of the FCA and to
trading on the Main Market, a market operated by 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, the Placing Documents.
APPIX 2
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission admission of the Placing Shares
to the standard listing segment
of the Official List of the
FCA and to trading on the Main
Market becoming effective in
accordance with Listing Rule
3.2.7G and the admission and
disclosure standards of the
London Stock Exchange
Affiliate of any person means (a) in respect
of each of Shard, any other
person that, directly or indirectly
through one or more intermediaries,
controls, or is controlled by,
or is under common control with
such person and specifically
includes subsidiaries, branches,
associated companies and holding
companies and the subsidiaries
of such holding companies, branches,
associated companies and subsidiaries;
and for these purposes "controlling
person" means any person who
controls any other person; "control"
(including the terms "controlling",
"controlled by" and "under common
control with") means the possession,
direct or indirect, of the power
whether through ownership of
securities, by contract or agency
or otherwise; and the term "person"
is deemed to include a partnership;
and (b) in respect of the Company,
"Affiliates" as defined in Rule
405 of the Securities Act
Announcement this Announcement, including
this Appendix and the terms
and conditions set out herein
Company Iconic Labs plc, incorporated
in England and Wales with registered
number 12397554 whose registered
office is at 27-28 Eastcastle
Street, London, W11 8DH
CREST the computerised settlement
system to facilitate transfer
of the title to an interest
in securities in uncertificated
form operated by Euroclear UK
& Ireland
CREST Regulations the Uncertificated Securities
Regulations 2001 (S.I. 2001
No 3755) (as amended)
DTRs the Disclosure Guidance and
Transparency Rules made by the
FCA pursuant to Part VI of FSMA
EEA the European Economic Area
Euroclear UK & Ireland Euroclear UK & Ireland Limited
FCA the Financial Conduct Authority
Form of Confirmation the form of confirmation or
contract note made between Shard
and the Placees which incorporate
by reference the terms and conditions
of the Placing contained in
this Announcement
FSMA the Financial Services and Markets
Act 2000, as amended
Group the Company and its subsidiary
undertakings (and "Group Company"
shall be construed accordingly)
Listing Rules the Listing Rules of the FCA
London Stock Exchange London Stock Exchange plc
Main Market the London Stock Exchange's
main market for listing securities
MAR the EU Market Abuse Regulation
(2014/596/EU)
Material Adverse Effect a material adverse effect, or
any development or matter reasonably
expected to have a material
adverse effect, in or affecting
the business, condition (financial,
operational, legal or otherwise),
results of operations, earnings
or assets of the Group, whether
or not arising in the ordinary
course of business
Shard Shard Capital Partners LLP of
23(rd) Floor, 20 Fenchurch Street,
London, EC4Y 8EH
Official List the list maintained by the FCA
for purposes of section 79(1)
of FSMA
Option Agreement the option agreement entered
into on or around the date hereof
between the Company, JerseyCo
and Shard
Ordinary Shares ordinary shares of GBP0.00001
each in the capital of the Company
Placees persons who agree to subscribe
for Placing Shares at the Placing
Price
Placing the conditional placing of the
Placing Shares by Shard on behalf
of the Company at the Placing
Price, in accordance with the
Placing Agreement
Placing Agreement the conditional placing agreement
dated 13 November 2020 between
the Company and Shard in relation
to the Placing
Placing Price GBP0.00012 per Placing Share
Placing Shares 6,231,610,203 new Ordinary Shares
to be issued pursuant to the
Placing
RIS means a regulatory information
service
Shareholder a holder of Ordinary Shares
from time to time
Subscription and Transfer Agreement the subscription and transfer
agreement entered into on or
around the date hereof between
JerseyCo, the Company and Shard
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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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.
RNS may use your IP address to confirm compliance with the terms
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END
UPDFFFFVLTLFLII
(END) Dow Jones Newswires
November 13, 2020 02:00 ET (07:00 GMT)
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