TIDMAFM
RNS Number : 3482Z
Alpha Fin Markets Consulting plc
20 May 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
20 May 2021
Alpha Financial Markets Consulting plc
Proposed Placing and Subscription
Introduction
Alpha Financial Markets Consulting plc (AIM: AFM) ("Alpha FMC",
the "Company" or, together with its subsidiary undertakings, the
"Group"), a leading global provider of specialist consultancy
services to the Asset Management, Wealth Management and Insurance
industries, today announces a proposed non pre-emptive placing of
approximately 9.6 million new ordinary shares of 0.075 pence each
("Ordinary Shares") in the capital of the Company (the "Placing
Shares") representing up to approximately 9.0 per cent. of the
Company's current issued share capital, to raise up to
approximately GBP31 million (before expenses) (the "Placing"). In
conjunction with the Placing, a director of Alpha FMC intends to
subscribe for new Ordinary Shares (the "Subscription Shares" and
together with the Placing Shares the "New Ordinary Shares") to
raise approximately GBP40,000 (the "Subscription", and together
with the Placing the "Fundraise"). The issue and allotment of the
New Ordinary Shares will be within the existing authorities of the
Alpha FMC Board of Directors and shall not exceed 9.0 per cent. of
the Company's current issued share capital.
Joh. Berenberg, Gossler & Co. KG ("Berenberg") and Investec
(as defined below) are acting as the Company's joint bookrunners
(Berenberg and Investec together, the "Joint Bookrunners") in
connection with the Placing.
The Joint Bookrunners will commence a bookbuilding process in
respect of the Placing immediately following the publication of
this Announcement (the "Bookbuilding Process"). The price at which
the New Ordinary Shares are to be issued (the "Placing Price") will
be determined at the close of the Bookbuilding Process.
The Company has earlier today separately announced the
acquisition of Lionpoint Holdings, Inc. ("Lionpoint"), a US-based
provider of specialist consultancy services to the Alternative
Investment industry, on a cash free, debt free basis for a total
amount (payable over three years) of up to US$90 million (GBP63.8
million) in a combination of cash and new Ordinary shares (the
"Acquisition").
Use of proceeds of the Fundraise
Combined with the Group's existing cash reserves, the net
proceeds of the Fundraise will be used to fund the maximum total
cash payable by Alpha FMC under the Acquisition of US$73.6 million
(GBP52.2 million). Of this cash amount, US$34.5 million (GBP24.5
million) becomes payable on completion of the Acquisition. The
maximum cash and share amount payable by Alpha FMC under the terms
of the Acquisition is US$90 million (GBP63.8 million), comprising a
base amount of US$54.8 million (GBP38.9 million), and an earnout of
up to US$35.2 million (GBP25.0 million), including payments
pursuant to the Lionpoint management incentive plan.
Current trading
There has been no change to Alpha FMC's current trading or
outlook since the Company's pre close trading update published on 8
April 2021.
Note: All acquisition terms are expressed in GBP calculated
using the closing USD/GBP rate of 1.41 on 19/05/2021
Enquiries:
+44 (0)20 7796
Alpha Financial Markets Consulting plc 9300
Euan Fraser (Global Chief Executive Officer)
John Paton (Chief Financial Officer)
Investec Bank plc - Nominated Adviser, Joint +44 (0)20 7597
Bookrunner and Joint Corporate Broker 4000
Patrick Robb
James Rudd
Harry Hargreaves
Berenberg - Joint Bookrunner and Joint Corporate +44 (0)20 3207
Broker 7800
Chris Bowman
Toby Flaux
Alix Mecklenburg-Solodkoff
+44 (0)20 3757
Camarco - Financial PR 4980
Ed Gascoigne-Pees
Candice Adam
The person responsible for arranging the release of this
Announcement on behalf of the Company is John Paton, a director of
the Company.
Details of the Fundraise
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being this "Announcement").
The Joint Bookrunners will commence the Bookbuilding Process
immediately following the publication of this Announcement. The
book will open with immediate effect following this Announcement.
The timing of the closing of the Bookbuilding Process, pricing and
allocations are at the absolute discretion of the Joint Bookrunners
and the Company. Details of the Placing Price and the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuilding Process. The Placing is not being
underwritten.
In conjunction with the Placing, a director of Alpha FMC intends
to subscribe for the Subscription Shares, pursuant to the
Subscription, at the Placing Price. The Subscription Shares will be
subscribed for on the basis agreed with the Company, rather than
pursuant to the terms and conditions of the Placing contained in
the Appendix. Details of the number of Subscription Shares to be
issued will be announced as soon as practicable after the close of
the Bookbuilding Process.
The Fundraise is not conditional upon the approval by the
Company's shareholders. The Company acknowledges that it is seeking
to issue New Ordinary Shares representing in aggregate
approximately 9.0 per cent. of its existing issued ordinary share
capital on a non pre-emptive basis and has therefore consulted,
where possible, with the Company's major institutional shareholders
ahead of this Announcement. The Fundraise structure has been chosen
as it minimises cost, time to completion and use of management
time. The consultation has confirmed the Board's view that the
Fundraise is in the best interests of shareholders, as well as
wider stakeholders, of Alpha FMC.
The New Ordinary 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 all dividends and other
distributions declared, made or paid after the date of issue. If
all of the New Ordinary Shares are issued, it would represent an
increase of approximately 9.0 per cent. to the existing issued
ordinary share capital of the Company.
Admission, settlement and CREST
Application has been made for the New Ordinary Shares to be
admitted to trading on the AIM market ("AIM") of London Stock
Exchange plc (the "London Stock Exchange") ("Admission").
Settlement for the New Ordinary Shares and Admission are
expected to take place on or before 8.00 a.m. on 25 May 2021. The
Placing is conditional upon, among other things, Admission becoming
effective and the placing agreement between the Company and the
Joint Bookrunners (the "Placing Agreement") not being terminated in
accordance with its terms. Following Admission, assuming the full
take up of the New Ordinary Shares pursuant to the Fundraise, the
Company will have 116,091,805 Ordinary Shares in issue.
The Appendix sets out further information relating to the
Bookbuilding Process and the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral, electronic or written offer to acquire Placing Shares, will
be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
About Alpha FMC
Alpha FMC is a leading global provider of specialist consultancy
services to the Asset Management, Wealth Management and Insurance
Industries. With over 430 consultants across twelve offices
spanning the UK, Europe, North America and Asia, Alpha FMC has the
largest dedicated team in the industry. Alpha FMC has provided
consultancy services to over 400 clients, including 85 per cent. of
the 20 largest global asset managers by AUM and a range of other
buy-side firms.
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.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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 THE A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
CANADIAN INVESTORS ARE ADVISED THAT THIS ANNOUNCEMENT HAS BEEN
PREPARED IN RELIANCE ON SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105
UNDERWRITING CONFLICTS ("NI 33-105"). PURSUANT TO SECTION 3A.3 OF
NI 33-105, THIS ANNOUNCEMENT IS EXEMPT FROM THE REQUIREMENT THAT
THE COMPANY AND THE JOINT BOOKRUNNERS PROVIDE CANADIAN INVESTORS
WITH CERTAIN CONFLICTS OF INTEREST DISCLOSURE PERTAINING TO
"CONNECTED ISSUER" AND/OR "RELATED ISSUER" RELATIONSHIPS AS WOULD
OTHERWISE BE REQUIRED PURSUANT TO SUBSECTION 2.1(1) OF NI
33-105.
SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF
CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR
DAMAGES IF THE OFFERING MEMORANDUM (INCLUDING ANY AMMENT THERETO)
CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR
RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE
TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE
PURCHASER'S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO
ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE
PURCHASER'S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS
OR CONSULT WITH A LEGAL ADVISOR.
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 ALPHA FINANCIAL MARKETS CONSULTING PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR
THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
NO PROSPECTUS HAS BEEN PREPARED OR FILED WITH ANY SECURITIES
COMMISSION OR OTHER SECURITIES REGULATORY AUTHORITIES IN ANY
JURISDICTION IN CANADA IN CONNECTION WITH THE OFFER OR SALE OF THE
PLACING SHARES. ANY OFFER AND SALE OF THE PLACING SHARES IN CANADA
IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND PURSUANT TO AN
EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES AND FILES
A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. ANY RESALE
OF THE PLACING SHARES IN CANADA MUST BE MADE IN ACCORDANCE WITH
APPLICABLE CANADIAN SECURITIES LAWS, WHICH MAY VARY DEPING ON THE
RELEVANT JURISDICTION AND WHICH MAY REQUIRE RESALES TO BE MADE IN
ACCORDANCE WITH CANADIAN PROSPECTUS REQUIREMENTS, A STATUTORY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS, IN A TRANSACTION EXEMPT
FROM THE PROSPECTUS REQUIREMENTS OR OTHERWISE UNDER A DISCRETIONARY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS GRANTED BY THE
APPLICABLE LOCAL CANADIAN SECURITIES REGULATORY AUTHORITY. THESE
RESALE RESTRICTIONS MAY UNDER CERTAIN CIRCUMSTANCES APPLY TO
RESALES OF THE PLACING SHARES OUTSIDE OF CANADA. THERE WILL BE NO
PUBLIC OFFERING OF THE PLACING SHARES IN CANADA. THIS ANNOUNCEMENT
DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR
IN A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. NO
SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS
REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS
OF THE PLACING SHARES. ANY REPRESENTATION TO THE CONTRARY IS AN
OFFENSE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO
BE CONSTRUED AS, A PROSPECTUS, AN OFFERING MEMORANDUM, AN
ADVERTISEMENT, A SOLICITATION TO PURCHASE, A PUBLIC OFFERING OF THE
PLACING SHARES IN CANADA.
NO OFFER AND SALE OF PLACING SHARES IS OR WILL BE MADE IN
CANADA, EXCEPT TO PERSONS WHO ARE: (A) AN "ACCREDITED INVESTOR" AS
DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS
EXEMPTIONS ("NI 45-106")_ OR SUBSECTION 73.3(1) OF THE SECURITIES
ACT (ONTARIO) (THE "OSA"), AS APPLICABLE, AND ARE EITHER PURCHASING
THE PLACING SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE
DEEMED TO BE PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN
ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS AND
NOT AS AGENT FOR THE BENEFIT OF ANOTHER PERSON OR AS TRUSTEE, FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION;
(B) NOT CREATED OR BEING USED SOLELY TO PURCHASE OR HOLD THE
PLACING SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; (C) A
"PERMITTED CLIENT" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT
31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRANT OBLIGATIONS ("NI 31-103") THAT IS NOT AN INDIVIDUAL; AND
(D) IS RESIDENT IN EITHER THE PROVINCE OF ALBERTA, BRITISH
COLUMBIA, ONTARIO OR QUEBEC AND ENTITLED UNDER APPLICABLE CANADIAN
SECURITIES LAWS, INCLUDING THE SECURITIES LAWS APPLICABLE TO SUCH
PROVINCE, TO PURCHASE THE PLACING SHARES WITHOUT THE BENEFIT OF A
PROSPECTUS.
CANADIAN INVESTORS ARE ADVISED THAT THIS ANNOUNCEMENT HAS BEEN
PREPARED IN RELIANCE ON SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105
UNDERWRITING CONFLICTS ("NI 33-105"). PURSUANT TO SECTION 3A.3 OF
NI 33-105, THIS ANNOUNCEMENT IS EXEMPT FROM THE REQUIREMENT THAT
THE COMPANY AND THE JOINT BOOKRUNNERS PROVIDE CANADIAN INVESTORS
WITH CERTAIN CONFLICTS OF INTEREST DISCLOSURE PERTAINING TO
"CONNECTED ISSUER" AND/OR "RELATED ISSUER" RELATIONSHIPS AS WOULD
OTHERWISE BE REQUIRED PURSUANT TO SUBSECTION 2.1(1) OF NI
33-105.
SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF
CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR
DAMAGES IF THE OFFERING MEMORANDUM (INCLUDING ANY AMMENT THERETO)
CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR
RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE
TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE
PURCHASER'S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO
ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE
PURCHASER'S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS
OR CONSULT WITH A LEGAL ADVISOR.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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 OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
OR SUBSCRIPTION 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.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers, consultants, partners or employees
("Representatives") 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. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and 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, Australia,
Canada, 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.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not require the approval of the relevant
communication by an authorised person.
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 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 offered
in compliance with the securities laws of any state, province or
territory of the United States, 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 the United States, 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 such action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral, electronic 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 herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix. Members of the public are
not eligible to take part in the Placing and no public offering of
Placing Shares is being or will be made.
This Announcement may contain, or may be deemed to contain,
"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.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively for the Company in connection
with the Placing and will not be acting for any other person
(including any Placees) and will not be responsible to any person
other than the Company for providing the protections afforded to
clients of Berenberg or for advising any other person in respect of
the matters referred to in this Announcement.
Investec Bank plc ("Investec Bank") is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the FCA and the PRA. Investec Europe Limited
(trading as Investec Europe) ("Investec Europe"), acting as agent
on behalf of Investec Bank in certain jurisdictions in the European
Economic Area (together Investec Bank and Investec Europe
hereinafter referred to as "Investec"), is regulated in Ireland by
the Central Bank of Ireland. Investec is acting exclusively for the
Company and no one else in connection with the Placing, and
Investec 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 the Joint Bookrunners or by any of their
respective Representatives as to, or in relation to, the accuracy
or completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The 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 AIM
market of 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.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK 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 securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) 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, the Joint
Bookrunners 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
EEA product governance
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 in the European
Economic Area (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 the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners 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 - 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 APPIX) 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 THE A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
UNLESS OTHERWISE AGREED BY JOH. BERENBERG, GOSSLER & CO. KG
("BERENBERG") AND INVESTEC BANK PLC ("INVESTEC BANK") OR INVESTEC
EUROPE LIMITED (TRADING AS INVESTEC EUROPE) ("INVESTEC EUROPE")
ACTING AS AGENT ON BEHALF OF INVESTEC BANK IN CERTAIN JURISDICTIONS
IN THE EEA (TOGETHER INVESTEC BANK AND INVESTEC EUROPE, "INVESTEC")
(BERENBERG AND INVESTEC, TOGETHER THE "JOINT BOOKRUNNERS"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (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 ALPHA FINANCIAL MARKETS CONSULTING PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"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, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) 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 OR
SUBSCRIPTION 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.
NO PROSPECTUS HAS BEEN PREPARED OR FILED WITH ANY SECURITIES
COMMISSION OR OTHER SECURITIES REGULATORY AUTHORITIES IN ANY
JURISDICTION IN CANADA IN CONNECTION WITH THE OFFER OR SALE OF THE
PLACING SHARES. ANY OFFER AND SALE OF THE PLACING SHARES IN CANADA
IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND PURSUANT TO AN
EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES AND FILES
A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. ANY RESALE
OF THE PLACING SHARES IN CANADA MUST BE MADE IN ACCORDANCE WITH
APPLICABLE CANADIAN SECURITIES LAWS, WHICH MAY VARY DEPING ON THE
RELEVANT JURISDICTION AND WHICH MAY REQUIRE RESALES TO BE MADE IN
ACCORDANCE WITH CANADIAN PROSPECTUS REQUIREMENTS, A STATUTORY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS, IN A TRANSACTION EXEMPT
FROM THE PROSPECTUS REQUIREMENTS OR OTHERWISE UNDER A DISCRETIONARY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS GRANTED BY THE
APPLICABLE LOCAL CANADIAN SECURITIES REGULATORY AUTHORITY. THESE
RESALE RESTRICTIONS MAY UNDER CERTAIN CIRCUMSTANCES APPLY TO
RESALES OF THE PLACING SHARES OUTSIDE OF CANADA. THERE WILL BE NO
PUBLIC OFFERING OF THE PLACING SHARES IN CANADA. THIS ANNOUNCEMENT
DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR
IN A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. NO
SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS
REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS
OF THE PLACING SHARES. ANY REPRESENTATION TO THE CONTRARY IS AN
OFFENSE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO
BE CONSTRUED AS, A PROSPECTUS, AN OFFERING MEMORANDUM, AN
ADVERTISEMENT, A SOLICITATION TO PURCHASE, A PUBLIC OFFERING OF THE
PLACING SHARES IN CANADA.
NO OFFER AND SALE OF PLACING SHARES IS OR WILL BE MADE IN
CANADA, EXCEPT TO PERSONS WHO ARE: (A) AN "ACCREDITED INVESTOR" AS
DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS
EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES
ACT (ONTARIO) (THE "OSA"), AS APPLICABLE, AND ARE EITHER PURCHASING
THE PLACING SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE
DEEMED TO BE PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN
ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS AND
NOT AS AGENT FOR THE BENEFIT OF ANOTHER PERSON OR AS TRUSTEE, FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION;
(B) NOT CREATED OR BEING USED SOLELY TO PURCHASE OR HOLD THE
PLACING SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; (C) A
"PERMITTED CLIENT" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT
31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRANT OBLIGATIONS ("NI 31-103") THAT IS NOT AN INDIVIDUAL; AND
(D) IS RESIDENT IN EITHER THE PROVINCE OF ALBERTA, BRITISH
COLUMBIA, ONTARIO OR QUEBEC AND ENTITLED UNDER APPLICABLE CANADIAN
SECURITIES LAWS, INCLUDING THE SECURITIES LAWS APPLICABLE TO SUCH
PROVINCE, TO PURCHASE THE PLACING SHARES WITHOUT THE BENEFIT OF A
PROSPECTUS.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective Representatives 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. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
This Announcement or any part of it is for information purposes
only and 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 (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, 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.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
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 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 offered
in compliance with the securities laws of any state, province or
territory of the United States, 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 the United States, 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 such 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 Bookbuilding Process and 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Joint Bookrunners and the Company 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 who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(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 the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners have been given to the offer or
resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners have been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons; and
4. if it is a Placee in or resident in Canada, it (i) is an
"accredited investor" as defined in Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or
subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as
applicable, and it is either acquiring the Placing Shares as
principal for its own account, or it is deemed to be acquiring the
Placing Shares as principal for its own account in accordance with
applicable Canadian securities laws and not as agent for the
benefit of another person or as trustee for investment only and not
with a view to resale or redistribution; (ii) was not created or
used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106; (iii) is a "permitted client" as defined
in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") that is not an individual; (iv) is resident in either the
Province of Alberta, British Columbia, Ontario or Quebec and
entitled under applicable Canadian securities laws, including the
securities laws applicable to such Province, to purchase the
Placing Shares without the benefit of a prospectus; and (v) if
required by applicable Canadian securities laws, it will execute,
deliver and file or assist the Company in obtaining, preparing and
filing such reports, undertakings and other documents relating to
the acquisition of the Placing Shares by it as may be required by
any Canadian securities commission or other regulatory
authority;
5. 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; and
6. 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
7. 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 5 above) is outside of the
United States acquiring the Placing Shares in offshore transactions
as defined in and in accordance with Regulation S under the
Securities Act; and
8. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
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 Financial Conduct Authority
("FCA") in relation to the Placing or the Placing 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 (the "AIM Rules")) 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 out in the contract note or electronic trade confirmation
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 the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective Representatives
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 Placing Shares
The Joint Bookrunners have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners, as agents for and on behalf of
the Company, have agreed to use their respective reasonable
endeavours to procure Placees for the Placing Shares. In accordance
with the terms of the Placing Agreement, subject to the execution
of the Pricing Agreement (as defined in the Placing Agreement)
setting out the final number of Placing Shares and the Placing
Price.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company be credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of 0.075 pence each ("Ordinary
Shares") in the capital of the Company, 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 Placing Shares.
Lock-up
As part of the Placing, the Company has agreed that it will not
for a period of 180 days after (but including) Admission, directly
or indirectly, issue, offer, sell, lend, pledge, contract to sell
or issue, grant any option, right or warrant to purchase or
otherwise dispose of any Ordinary Shares (or any interest therein
or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to
receive Ordinary Shares or any substantially similar securities or
otherwise enter into any transaction (including derivative
transaction) directly or indirectly, permanently or temporarily, to
dispose of any Ordinary Shares or undertake any other transaction
with the same economic effect as any of the foregoing or announce
an offering of Ordinary Shares or any interest therein or to
announce publicly any intention to enter into any transaction
described above. This agreement is subject to certain customary
exceptions and does not prevent the grant or exercise of options
under any of the Company's existing share incentives and share
option schemes, or following Admission the issue by the Company of
any Ordinary Shares upon the exercise of any right or option or the
conversion of a security already in existence.
Application for admission to trading
Application has been made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 25 May 2021 and that dealings in the Placing Shares on AIM
will commence at the same time.
The Bookbuilding Process
The Joint Bookrunners will commence the Bookbuilding Process to
determine demand for participation in the Placing by Placees
immediately following the publication of this Announcement. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. The Joint Bookrunners are acting joint bookrunners to the
Placing, as agents for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
respective affiliates are entitled to enter bids in the
Bookbuilding Process.
3. The Bookbuilding Process will establish a single price (the
"Placing Price") and is payable to the Joint Bookrunners (as agents
for the Company) by all Placees whose bids are successful. The
number of Placing Shares and the Placing Price will be agreed
between the Joint Bookrunners and the Company following completion
of the Bookbuilding Process. The Placing Price and the number of
Placing Shares will be announced by the Company the "Placing
Results Announcement") following the completion of the Bookbuilding
Process and the entry into the Placing Agreement by the Company and
the Joint Bookrunners.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales
contact at the Joint Bookrunners. Each bid should state the number
of Ordinary Shares which a Placee wishes to acquire at either the
Placing Price which is ultimately established by the Joint
Bookrunners in agreement with the Company or at prices up to a
price limit specified in its bid. Bids may be scaled down by the
Joint Bookrunners on the basis referred to in paragraph 9 below.
The Joint Bookrunners are arranging the Placing severally and not
jointly or jointly and severally as agents of the Company.
5. The Bookbuilding Process is expected to close no later than
7.00 a.m. on 21 May 2021 but may be closed earlier or later subject
to the agreement of the Joint Bookrunners and the Company. The
Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuilding Process has closed. The
Company reserves the right (upon agreement of the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its discretion.
6. Each Placee's allocation will be determined by the Joint
Bookrunners in their discretion following consultation with the
Company and will be confirmed to Placees either orally or by email
by the Joint Bookrunners. The Joint Bookrunners may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at their absolute discretion, in
consultation with the Company, and may scale down any bids for this
purpose on the basis referred to in paragraph 9 below.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process detailing the
aggregate number of the Placing Shares to be issued and the Placing
Price at which such shares have been placed.
8. Each Placee's allocation and commitment will be evidenced by
a contract note or electronic trade confirmation issued to such
Placee by the relevant Joint Bookrunner. The terms of this Appendix
will be deemed incorporated in that contract note or electronic
trade confirmation.
9. Subject to paragraphs 4, 5 and 6 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 4, 5 and 6 above, subject to the prior consent of the
Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process, 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
the relevant Joint Bookrunner's consent will not be capable of
variation or revocation after the time at which it is submitted.
Following the relevant Joint Bookrunner's oral or written
confirmation of each Placee's allocation and commitment to acquire
Placing Shares, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner (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 Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
13. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the
Placing".
14. By participating in the Bookbuilding Process, 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.
15. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) the Joint Bookrunners;
(b) any of their respective affiliates, agents, directors,
officers, consultants, partners or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with the Joint Bookrunners as defined in the FSMA ((b)
and (c) being together "affiliates" and individually an "affiliate"
of the Joint Bookrunners);
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 the Joint Bookrunners nor any of their respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic trade confirmation which
will confirm the number of Placing Shares allocated to them, the
Placing Price and the aggregate amount owed by them to the relevant
Joint Bookrunner.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BF16C058) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by the Joint
Bookrunners and is expected to occur on 25 May 2021 (the
"Settlement Date") in accordance with the contract notes or
electronic trade confirmations. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and the Joint
Bookrunners may agree that the Placing Shares should be issued in
certificated form. The Joint Bookrunners reserve the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
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 the prevailing base rate of
Barclays Bank plc as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on their behalf and retain
from the proceeds, for the relevant Joint Bookrunner'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. By
communicating a bid for Placing Shares, such Placee confers on the
Joint Bookrunners all such authorities and powers necessary to
carry out such sale and agrees to ratify and confirm all actions
which the Joint Bookrunners lawfully take in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or the electronic trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to United Kingdom stamp
duty or stamp duty reserve tax. If there are any circumstances in
which any United Kingdom 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
or agreement to transfer Placing Shares), the Company shall not be
responsible for payment thereof. 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 the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
(a) prior to Admission, (i) no breach of any of the warranties,
agreements or undertakings or other obligations of any Seller or
Warrantor (as such terms are defined under the acquisition
agreement between the Company and the Sellers (as defined therein)
(the "Acquisition Agreement")) under the Acquisition Agreement
having occurred which, in the opinion of either of the Joint
Bookrunners (acting in good faith) is material in the context of
the Placing or Admission and (ii) the Acquisition Agreement not
being terminated in accordance with its terms prior to
Admission;
(b) none of the warranties and undertakings on the part of the
Company contained in the Placing Agreement being untrue, inaccurate
or misleading when made and none of the warranties having ceased to
be true or accurate or having become misleading in each case by
reference to the facts and circumstances subsisting at that time,
in any way which is, in the opinion of either of the Joint
Bookrunners, material in the context of the Placing or
Admission;
(c) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
(d) the Company and the Joint Bookrunners agreeing the final
number of Placing Shares and the Placing Price and executing the
Pricing Agreement no later than 7.00 a.m. on the 21 May 2021 (or
such later time and/or date as the Joint Bookrunners may agree with
the Company); and
(e) Admission having become effective at or before 8.00 a.m. on
25 May 2021 or such later time as the Joint Bookrunners may agree
with the Company being not later than 8.00 a.m. on 11 June
2021,
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If any of the conditions are not fulfilled or, where permitted,
waived by the Joint Bookrunners in accordance with the Placing
Agreement within the stated time periods (or such later time and/or
date as the Company and the Joint Bookrunners 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 Bookbuilding Process, each Placee agrees
that its rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Joint Bookrunners may, in their absolute discretion and upon
such terms as they think 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 (e) above may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this
Appendix.
Each Joint Bookrunner may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither the Joint Bookrunners nor any of their respective
affiliates 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 the Joint Bookrunners.
Termination of the Placing
Either Joint Bookrunner may, in its absolute discretion, by
notice to the Company, terminate the Placing Agreement at any time
up to Admission if, inter alia:
(a) any of the warranties was untrue, inaccurate or misleading
when made and/or any of the warranties have ceased to be true or
accurate or has become misleading in each case by reference to the
facts and circumstances subsisting at that time, in any way which
is, in the opinion of either Joint Bookrunner, material in the
context of the Placing or Admission;
(b) in the opinion of either Joint Bookrunner (acting in good
faith) and after consultation with the Company to the extent
practicable in the circumstances, a material adverse change has
occurred;
(c) any statement contained in this Announcement, the Placing
Results Announcement or any other document or announcement issued
or published by or on behalf of the Company in connection with the
Placing is or has become untrue, inaccurate or misleading; or
(d) in the opinion of either Joint Bookrunner, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described 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 Bookbuilding Process, each Placee agrees
with the Company and the Joint Bookrunners that the exercise by the
Company or the Joint Bookrunners 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 the Joint
Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor
the Joint Bookrunners need make any reference to such Placee and
that none of the Company, the Joint Bookrunners nor any of their
respective Representatives 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. Each
Placee further agrees that they will have no rights against the
Joint Bookrunners, the Company or any of their respective directors
or employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
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 the Joint Bookrunners of a contract note or
electronic trade confirmation confirming each Placee's allocation
and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee
(and any person acting on such Placee's behalf) irrevocably
confirms, represents, warrants, acknowledges and agrees (for itself
and for any such prospective Placee) with the Company and the Joint
Bookrunners (in their capacity as bookrunners and placing agents of
the Company in respect of the Placing) that (save where the Joint
Bookrunners expressly agree in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and 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 Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document:
(a) is required under the UK 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 for the
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014 as it forms part of United Kingdom domestic
law by virtue of the EUWA (the "UK 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 and
that it is able to obtain or access such information without undue
difficulty, and 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 Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither the Joint Bookrunners nor the Company nor any of their
respective Representatives nor any person acting on behalf of any
of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person
other than the information in this Announcement or the Publicly
Available Information; nor has it requested the Joint Bookrunners,
the Company, any of their respective Representatives or any person
acting on behalf of any of them to provide it with any such
information;
5. neither the Joint Bookrunners nor any person acting on behalf
of them nor any of their respective Representatives 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 Placing 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 Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on the information in this
Announcement and the Publicly Available Information;
(b) neither the Joint Bookrunners, nor the Company (nor any of
their respective Representatives) have made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information, nor will it provide
any material or information regarding the Company, the Placing or
the Placing Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing
Shares, 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 the Joint
Bookrunners or any person acting on their behalf may have conducted
with respect to the Company, the Placing or the Placing 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 the Joint
Bookrunners nor any persons acting on their 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. neither it nor the beneficial owner of the Placing Shares is,
nor will, at the time the Placing Shares are acquired, either of
them be at resident of the United States, Australia, Canada, the
Republic of South Africa or Japan;
9. the Placing Shares 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 Placing 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 may be asked to disclose in writing or orally to the
Joint Bookrunners: (i) if he or she is an individual, his or her
nationality; or (ii) if he or she is a discretionary fund manager,
the jurisdiction in which the funds are managed or owned;
11. it has the funds available to pay for the Placing Shares for
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 Placing Shares may be placed with other
Placees or sold at such price as the Joint Bookrunners
determine;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing 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 Placing 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 Placing Shares;
13. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the
United States, Australia, Canada (unless paragraph 14 below
applies), the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of the United States, Australia, Canada, the Republic
of South Africa or Japan and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
14. if it is a Placee in or resident in Canada, it (i) is an
"accredited investor" as defined in Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or
subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as
applicable, and it is either acquiring the Placing Shares as
principal for its own account, or it is deemed to be acquiring the
Placing Shares as principal for its own account in accordance with
applicable Canadian securities laws and not as agent for the
benefit of another person or as trustee for investment only and not
with a view to resale or redistribution; (ii) was not created or
used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106; (iii) is a "permitted client" as defined
in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") that is not an individual; (iv) is resident in either the
Province of Alberta, British Columbia, Ontario or Quebec and
entitled under applicable Canadian securities laws, including the
securities laws applicable to such Province, to purchase the
Placing Shares without the benefit of a prospectus; and (v) if
required by applicable Canadian securities laws, it will execute,
deliver and file or assist the Company in obtaining, preparing and
filing such reports, undertakings and other documents relating to
the acquisition of the Placing Shares by it as may be required by
any Canadian securities commission or other regulatory
authority;
15. it understands, and each account it represents has been
advised that, (i) any offer and sale of the Placing Shares in
Canada is being made on a private placement basis only and is
exempt from the requirement that the Company prepares and files a
prospectus under applicable Canadian securities laws; and (ii) any
resale of the Placing Shares into Canada must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority and that these resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of
Canada;
16. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
17. it understands that the Placing 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 except
pursuant to an effective 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
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
18. 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 Securities Act;
19. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) of the Securities Act and will be subject
to restrictions on resale and transfer subject to certain
exceptions under US law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 of the Securities Act for resales or
transfers of Placing Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
20. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
21. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
22. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
23. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
24. 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;
25. 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;
26. none of the Joint Bookrunners, the Company nor any of their
respective Representatives nor any person acting on behalf of any
of them 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 participation in the Placing
is on the basis that it is not and will not be a client of either
Joint Bookrunner and that neither Joint Bookrunner has any 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 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;
27. it will make payment to the relevant Joint Bookrunner for
the Placing 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 Placing Shares may
be placed with others on such terms as the relevant Joint
Bookrunner 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 Placing
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 Placing Shares on its
behalf;
28. 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 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;
29. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners 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. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that the Joint Bookrunners 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 Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to a
CREST stock account of the relevant Joint Bookrunner or transferred
to a CREST stock account of the relevant Joint Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
31. 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 (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 Placing Shares would
give rise to such a liability;
32. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State
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 within the meaning of the UK
Prospectus Regulation, or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
34. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation;
35. 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 Placing 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 either Joint
Bookrunner 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;
36. 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 Placing Shares (including all relevant provisions of the FSMA
and the UK MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
37. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of the Joint Bookrunners
has been given to each proposed offer or resale;
38. if it has received any inside information (for the purposes
of the UK 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 cancelled or amended a dealing in the securities of the
Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order
concerning the Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
39. each Joint Bookrunner and its affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their respective affiliates acting as an investor for
its or their own account(s). Neither the Joint Bookrunners 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;
40. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 (as
amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
Regulations");
(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;
(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 with the Money Laundering Regulations, 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 the
Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which they 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 the Joint Bookrunners on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
the Joint Bookrunners may decide at their sole discretion;
41. in order to ensure compliance with the Regulations, each
Joint Bookrunner (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 the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity the relevant Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, either the relevant Joint Bookrunner 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;
42. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note or through the electronic trade confirmation 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 the Joint Bookrunners'
conduct of the Placing;
43. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing 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;
44. it irrevocably appoints any duly authorised officer of each
Joint Bookrunner 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 acquire upon the
terms of this Announcement;
45. the Company, the Joint Bookrunners and others (including
each of their respective Representatives) will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to each Joint
Bookrunner on its own behalf and on behalf of the Company and are
irrevocable;
46. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it:
(a) 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; and
(b) will remain liable to the Company and the Joint Bookrunners
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);
47. time is of the essence as regards its obligations under this Appendix;
48. 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 the Joint Bookrunners;
49. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
50. 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 Placing Shares pursuant to the Bookbuilding Process and/or
the Placing and all non-contractual or other obligations arising
out of or in connection with them, 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 (including
any dispute regarding the existence, validity or termination or
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 interest
chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of their respective
Representatives 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 the Joint
Bookrunners, the Company or each of their respective
Representatives 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 rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
The agreement to allot and issue Placing 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 Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing 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 the Joint Bookrunners 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 they should notify the
Joint Bookrunners 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 Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that either the Company and/or the
Joint Bookrunners have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to each Joint
Bookrunner for itself and on behalf of the Company and are
irrevocable.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation in the United Kingdom by the FCA, is acting exclusively
for the Company in connection with the Placing and will not be
acting for any other person (including any Placees) and will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Berenberg or for advising any
other person in respect of the matters referred to in this
Announcement. No representation or warranty, express or implied, is
made by Berenberg as to the contents of this Announcement.
Investec Bank is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
FCA and the PRA. Investec Europe, acting as agent on behalf of
Investec Bank in certain jurisdictions in the European Economic
Area, is regulated in Ireland by the Central Bank of Ireland.
Investec is acting exclusively for the Company and no one else in
connection with the Placing, and Investec 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 the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that each Joint Bookrunner may (at its
absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with the relevant Joint Bookrunner 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 the relevant Joint Bookrunner'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 Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of 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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEURSVRARUVUAR
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May 20, 2021 11:42 ET (15:42 GMT)
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