TIDMSNOX
RNS Number : 6908K
SulNOx Group PLC
23 December 2022
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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,
THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT AND AT THE START OF THE APPIX.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN SULNOX GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF SULNOX GROUP
PLC.
SulNOx Group Plc
("SulNOx" or the "Company")
PROPOSED FUNDRAISING TO RAISE A MINIMUM OF GBP0.75 MILLION
The 'Proposed Fundraising announcement for SulNOx Group released
22 December 2022 at 17:49 under RNS No 6868K has been re-released
in the interests of market clarity.
The announcement text is unchanged and is reproduced in full
below.
SulNOx Group Plc (Aquis Stock Exchange: SNOX) is pleased to
announce a proposed placing (the "Placing") and subscription (the
"Subscription", together with the Placing the "Fundraising") of new
ordinary shares of 2 pence each in the capital of the Company ("New
Ordinary Shares").
The Fundraising will be conducted at a price of 11.5 pence per
share (the "Issue Price") in order to raise a minimum of GBP0.75
million (before expenses).
Highlights
-- Proposed Fundraising at the Issue Price, raising a minimum of
GBP0.75 million (before expenses).
-- A Subscription to raise approximately GBP0.42 million is
supported by certain Directors who intend to subscribe in the
Fundraising and signed subscription letters from certain investors
(together the "Subscribers").
-- The Fundraising will proceed using the Company's currently
available authorities to allot up to approximately 9.4 million new
Ordinary Shares on a non-pre-emptive basis (the "Existing
Authorities").
-- The net proceeds of the Fundraising will be used as follows:
o Research and development to support product expansion.
o Development and purchasing of equipment required for shipping
trials, including emissions monitoring hardware, and stock
purchases to support the Company's existing project pipeline.
o Investment in the Company's marketing, financial and consumer
public relations teams; and
o General working capital purposes.
-- The Placing to raise a minimum of GBP0.33 million will be
conducted by way of an accelerated bookbuild process by Singer
Capital Markets Securities Limited ("Singer"), the Company's sole
bookrunner.
-- 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").
-- Radu Florescu, Lord Nicholas Fairfax (directors of SulNOx
Group PLC) and Nawaz Haq (director at subsidiary SulNOx Fuel
Fusions Ltd) of the Company, have indicated their intention to
subscribe for, in aggregate, GBP 35,000 in the Fundraising .
-- The Issue Price represents a discount of approximately 4 per
cent. to the closing middle market price of 12 pence per Ordinary
Share on 21 December 2022, being the latest practicable date prior
to the publication of this Announcement.
-- The timing of the closing of the Fundraising and allocations
thereunder is at the absolute discretion of Singer and the Company,
but the Fundraising is currently expected to close during the
course of tomorrow morning.
Background to and reasons for the Fundraising
SulNOx is the inventor of natural, biodegradable fuel
emulsifiers and conditioners. The Company's products are
scientifically proven to optimise combustion of liquid hydrocarbon
fuels, including biofuels and reduce emissions and fuel
consumption.
The key benefits of the SulNOx products include:
-- Cost savings:
o Reduced fossil fuel consumption of c.8-10%, and significant
reduction in greenhouse gas emissions, NOx, SOx, CO & CO2
output
o Reduction in fuel storage costs
o Potential for financial benefits for clients from carbon
credits
-- Improved Engine Performance & Health:
o Reduction in maintenance costs estimated at c. 2%
o Detergents and surfactants increase fuel lubricity, reducing
engine wear
-- Emission Reductions / Air Quality improvements:
o Smoke and Particulate Matter Reductions (PM 2.5 reduced by
over 60%, PM10 reduced by over 50%) from improved combustion
o Greenhouse Gas Reductions (160x net CO2 reduction based on a
1:2,000 ratio of SulNOx and 8% fuel savings)
-- Assist in achieving client Environmental Social and
Governance (ESG) goals and enhance Green credentials of
clients.
Over the last twelve months, the Company has continued to
develop its brand, proving the effectiveness of its products and
demand for solutions including around E10 petrol, taxation and air
quality issues. The Company has achieved successful results in
research and development testing, including with Bureau Veritas
(light fuels US, Europe, India), Lloyds Register and VPS (shipping
fuels) and Wismar University (shipping engines).
The Company has also achieved strong results from evaluations
completed - including but not limited to:
o Automotive: 11-13.8% fuel savings (TUV inspected vehicle
study)
o Buses: 9% fuel savings (EM Horsburgh)
o Loader: 10% fuel savings using biofuel (Dutch client)
o Trucks: 8% fuel savings (Besblock)
o Shipping: 19% power and 15% torque improvement
o Vans: 6.5% fuel savings
The Company now has agreements with over 60 distributors and
introducers in 63 countries and has achieved sales of its products
in 23 countries across five continents. To support the Company's
expanded distribution, SulNOx has patents pending for its products
in over 70 countries, and has developed its PR and marketing
efforts globally.
Current Trading and Outlook
With successful trials and adoption by various companies, they
are increasingly demanding that their fuel suppliers provide
pre-mixed fuel with SulNOx products added. This has led to several
significant discussions around replacing existing additives with
SulNOx products at both industrial customer deliveries and also at
gas/petrol stations, reflecting a material opportunity for SulNOx.
In addition to the Rominserv MOU announced previously, the Company
is pursuing a number of opportunities in multiple geographies and
is in discussions with manufacturer Nouryon regarding upscaling of
production.
The Company is increasingly focussed on revenue generation from
the shipping industry and is currently pursuing in excess of 25
significant opportunities for paid evaluations of its products. The
Company typically achieves revenue of c.GBP10,000-GBP30,000 per
trial and currently has a trial ongoing with a large German fleet
of c.50 vessels, with four further trials expected to start
imminently within the US (fleet of over 500 vessels), Germany
(c.100 vessels), Monaco (c.10 vessels) and CMS Azerbaijan (over 25
vessels).
To continue the theme, the Carbon Intensity Indicator (CII)
Regulation comes into force in January 2023 requiring ships to
significantly reduce their fossil fuel consumption and therein
inferred emissions. Ship owners and ship management companies are
spending money to implement cost-saving measures including
sandblasting and repainting hulls with silicone paint, and changing
propellers, but SulNOx offers a cost reducing solution with
immediate impact - a single vessel able to save $500,000 per annum
(assuming 50 tonnes of fuel consumed over 300 days per annum)
whilst dramatically reducing emissions - both particulate matter
and greenhouse gases.
Shipping companies also currently often use a combination of
several additives to, inter alia, stabilise fuel, attend water
issues, increase power and add lubricity and detergency - SulNOx is
able to address all issues in one simple solution with the added
benefits of being all natural and biodegradable, whilst also
reducing fuel consumption and emissions - which alternatives are
unlikely to achieve.
Evaluations are now progressing across a broad spectrum of
vessel types (container ships, bulk carriers, tankers, dredgers,
off-shore vessels, super yachts and harbour craft) across the globe
and with particular note to opportunities in Singapore and the US
for the first time.
Use of Proceeds
The net proceeds of the Fundraising will be used as follows:
-- Capital Expenditure to accelerate and support revenue
generation from the Company's significant client pipeline:
o Shipping trial equipment e.g., emissions monitoring hardware
to reduce evaluation timelines and provide data to push carbon
credit and CII solutions
o Stock purchase - to satisfy the Company's immediate sales
pipeline expectations
-- Research and Development to enable product expansion:
o Further fuel standard verifications from independent testing
in c.10 countries including South Africa, Australia to compliment
those already received for the USA, Europe and India.
o Carbon footprint analysis (measuring the carbon input of
SulNOx - critical for ESG funds and many multi-national
Sustainability policies) and Patent finalisation and ongoing
maintenance in c. 70 countries
-- Further Investment in the Company's marketing, financial and
consumer public relations/affairs teams to continue thought
leadership articles - having now reached an audience of
>100million
-- General working capital purposes:
o Appointment of Lead Sales co-ordinator and team to support and
actively drive the performance from the growing new global
ISOs/distributors and incoming client demand.
o Appointment of a Sustainability Officer to establish process
and support ongoing requirements work around developing Carbon
Credits across the SulNOx client footprints (logistics,
transportation, shipping and mining) and their financial reporting.
Finalise SulNOx B-Corp status to enable further ESG investors
especially in the US.
Details of the Subscription
The Subscribers will be subscribing at the Issue Price for an
aggregate of 3,608,696 New Ordinary Shares on the terms of
subscription letters with the Company. The Subscribers' obligations
in the subscription letters will be conditional upon (i) admission
of the Subscription Shares to trading on the Apex segment of the
AQSE Growth Market A becoming effective by no later than 8.00 a.m.
on 12 January 2023 (the "Longstop Date") or such other date as may
be agreed between the Company, Singer and Allenby Capital in
accordance with the Placing Agreement, (ii) the Company entering
into the Placing Agreement and (iii) the Placing Agreement having
become unconditional in all respects, and not having been
terminated in accordance with its terms by the Long Stop Date or
such other date as may be agreed between the Company, Singer and
Allenby Capital in accordance with the Placing Agreement.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the Appendix. Singer will commence the Bookbuilding Process
immediately following the publication of this Announcement. The
number of New Ordinary Shares which are to be placed at the Issue
Price pursuant to the Placing will be determined at the close of
the Bookbuilding Process. The timing of the closing of the
Bookbuilding Process and the allocations are at the absolute
discretion of Singer and the Company. Details of the number of New
Ordinary Shares to be placed pursuant to the Placing will be
announced as soon as practicable after the close of the
Bookbuilding Process. The Placing is not being underwritten by
Singer.
Director Participation in the Fundraising
Chairman Radu Florescu, Non-Executive Director Lord Nicholas
Fairfax and Nawaz Haq (director of SulNOx Fuel Fusions Ltd - a sub
of the Company) have indicated their intention to subscribe for, in
aggregate, GBP35,000 in the Fundraising. Their proposed respective
participations would constitute related party transactions under
the AQSE Apex Rulebook for Issuers ("Aquis Rules"). Further details
of the Fundraising and any participation by the directors and
substantial shareholders will be set out in the announcement to be
made on the closing of the Bookbuilding Process.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Singer acting as
an agent for the Company, has conditionally agreed to use its
reasonable endeavours to place the New Ordinary Shares with
institutional and other investors, subject to certain customary
conditions.
The Placing Agreement contains warranties from the Company in
favour of Singer and Allenby Capital Limited ("Allenby Capital") in
relation to, inter alia, matters relating to the Group and its
business. In addition, the Company has agreed to indemnify each of
the Singer and Allenby Capital in relation to certain liabilities
they may incur in respect of the Placing and Singer and Allenby
Capital have the right to terminate the Placing Agreement in
certain circumstances prior to Admission including, inter alia, in
the event: that any of the warranties given to Singer Capital
Markets and Allenby Capital in the Placing Agreement are breached
or are, or become, untrue, inaccurate or misleading; of the failure
of the Company to comply in any material respect with its
obligations under the Placing Agreement; of the occurrence of a
material adverse change affecting the condition, the earnings or
business affairs or prospects of the Group as a whole; or that any
statement contained in certain announcements or documents published
by the Company or on its behalf in relation to the Fundraising is
or has become untrue, inaccurate or misleading.
Admission, Settlement and CREST
Application will be made for the New Ordinary Shares to be
admitted to trading on the Apex segment of the AQSE Growth Market
("Admission").
Settlement for the New Ordinary Shares and Admission are
expected to take place on or before 8.00 a.m. on 5 January 2023.
The Fundraising is conditional upon, among other things, Admission
becoming effective and the Placing Agreement between the Company,
Singer and Allenby Capital not being terminated in accordance with
its terms.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in the Appendix to
this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire New Ordinary Shares, investors
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 of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in this Announcement
(including the definitions section included in the Appendix).
The person responsible for releasing this Announcement on behalf
of the Company is Ben Richardson, Chief Executive and Director of
the Company.
For further information, please contact:
SulNOx Group plc Tel: 07624 491821
Ben Richardson / Steven Cowin
Singer Capital Markets (Bookrunner) Tel: 0207 496 3000
Phil Davies / Asha Chotai
Allenby Capital Limited Tel: 020 3328 5656
(AQSE Corporate Adviser)
Nick Harriss / John Depasquale
Important Notices
THE NEW ORDINARY 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 NEW ORDINARY 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. NO PUBLIC OFFERING OF
THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
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, THE REPUBLIC OF IRELAND, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION.
The distribution of this Announcement and/or the Fundraising
and/or issue of the New Ordinary Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
Singer or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes
are required by the Company and Singer to inform themselves about
and to observe any such restrictions.
All offers of the New Ordinary Shares in the EEA and the UK will
be made pursuant to an exemption under the Prospectus Regulation
(or the UK equivalent regulation) from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) does
not apply.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraising or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares and the New
Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the New Ordinary Shares may not
(unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa or Japan or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire New Ordinary
Shares will be deemed to have read and understood this Announcement
in its entirety, to be participating, making an offer and acquiring
New Ordinary Shares on the terms and conditions contained herein
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
Singer is acting as sole bookrunner and as agent for and on
behalf of the Company for the Placing. Singer is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom. Singer is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and Singer will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the matters
described 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 Singer or by any of its affiliates,
agents, directors, officers or employees as to, or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor
is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser. No statement in this Announcement is
intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than on
the Apex Segment of the AQSE Growth Market.
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 Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange, AQUIS or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Notice 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 New
Ordinary 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 New Ordinary
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New
Ordinary Shares 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 Fundraising.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Singer 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary 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 New Ordinary Shares
have been subject to a product approval process, which has
determined that the New Ordinary 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 New Ordinary Shares may decline and investors could lose all
or part of their investment; the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the New Ordinary Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Fundraising.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Singer 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Basis on which information is presented
In this document, references to "GBP", "pence" and "p" are to
the lawful currency of the United Kingdom. All times referred to in
this document are, unless otherwise stated, references to London
time.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
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, THE REPUBLIC OF IRELAND, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
AQUIS STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2
(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); AND
(B) IN THE UNITED KINGDOM, INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE 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 SULNOX GROUP PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER 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. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE
DISCRETION OF THE COMPANY, 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, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Singer or any of their
respective affiliates, agents, directors, officers or employees
that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, 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 EEA or the UK will be
made pursuant to an exemption under the Prospectus Regulation (or
the UK equivalent regulation) from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended)
("FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in the EEA who acquires any
Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
2.2 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
Prospectus Regulation:
2.2.1 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 EEA other than
Qualified Investors or in circumstances in which the prior consent
of Singer has been given to the offer or resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in the EEA other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service) by or on behalf of the Company on
or prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
form of confirmation 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
Singer, the Company or any other person and none of Singer, the
Company or any other person acting on such person's behalf nor any
of their respective affiliates, directors, officers or employees
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
Singer has 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, Singer, as
agent for and on behalf of the Company, have agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Issue Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing ordinary share
capital of the Company (the "Ordinary Shares"), including the right
to receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
As part of the Placing, the Company has agreed that it will not
for a period of six months after (but including) Admission,
directly or indirectly, issue or sell 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. 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 will be made to the Aquis Stock Exchange for
admission of the Placing Shares to trading on the Apex segment of
the AQSE Growth Market. It is expected that Admission will take
place at 8.00 a.m. on 5 January 2023 and that dealings in the
Placing Shares will commence at the same time.
Bookbuild
Singer will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. This Announcement 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.
Singer shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its sole
discretion, determine.
A Relevant Person who wishes to participate in the Bookbuild
should communicate its bid by telephone to its usual sales contact
at Singer. If successful, an allocation will be confirmed orally or
by email following the close of the Bookbuild. That oral or email
confirmation will give rise to an irrevocable, legally binding
commitment by such Placee, in favour of Singer, under which it
agrees to acquire the number of Placing Shares allocated to it at
the Issue Price and otherwise on the terms and subject to the
conditions set out in this Appendix. Except with the Singer's
consent, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such
oral confirmation or any time thereafter except in the event of
fraud.
Each Placee's allocation and commitment will be evidenced by a
contract note or form of confirmation issued to such Placee by
Singer. The contract note or form of confirmation will set out the
number of Placing Shares allocated, the Issue Price and the
aggregate amount owed by such Placee to Singer. The terms of this
Appendix will be deemed incorporated in that contract note or form
of confirmation.
Principal terms of the Placing
1 Singer is acting as sole broker and sole bookrunner to the
Placing, as agent for and on behalf of the Company. Singer is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Singer or for providing
advice in relation to the matters described in this
Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Singer to participate.
Singer and any of its affiliates are entitled to participate in the
Placing as principal.
3 The Issue Price is fixed at 11.5 pence and is payable to
Singer (as agent for the Company) by all Placees.
4 The number of Placing Shares to be issued will be agreed
between the Company and Singer following completion of the
Bookbuild. The number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
5 The Bookbuild is expected to close no later than 7.00 p.m.
(London time) on 22 December 2022 but may be closed earlier or
later at the discretion of Singer. Singer reserves the right to
scale back the number of Placing Shares to be subscribed for or
acquired by any Placee in the event of an oversubscription under
the Placing. Singer also reserves the right not to accept offers
for Placing Shares or to accept such offers in part rather than in
whole.
6 Each Placee's allocation is determined by Singer in its
discretion following consultation with the Company and will be
confirmed orally or by email by Singer and a form of confirmation
will be dispatched as soon as possible thereafter. That oral or
email confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of Singer and the Company, under which it agrees
to acquire the number of Placing Shares allocated to the Placee at
the Issue Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with Singer's written
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
7 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by Singer. The terms of
this Appendix will be deemed incorporated in that form of
confirmation.
8 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Singer (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 Issue 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.
9 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".
10 All obligations of Singer under the Placing will be subject
to fulfilment of the conditions referred to below under "Conditions
of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
11 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Singer, (b) any of Singer' respective
affiliates, agents, directors, officers, consultants, (c) to the
extent not contained within (a) or (b), any person connected with
Singer as defined in FSMA ((b) and (c) being together "affiliates"
and individually an "affiliate" of Singer), (d) any person acting
on behalf of Singer, 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 Singer nor any of its respective affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as
Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
Singer, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Issue Price and the aggregate
amount owed by them to Singer.
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 Singer in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00BJVQQP66) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 5 January 2023 unless otherwise notified
by Singer and Admission is expected to occur no later than 8.00
a.m. on 12 January 2023 unless otherwise notified by Singer.
Admission and Settlement may occur at an earlier date, which if
achievable, will be set out in the Circular. 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 Singer may agree that the Placing Shares should be issued in
certificated form. Singer reserves 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 a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Singer.
Each Placee agrees that, if it does not comply with these
obligations, Singer may sell, charge by way of security (to any
funder of Singer) or otherwise deal with any or all of their
Placing Shares on their behalf and retain from the proceeds, for
Singer's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due and any costs and
expenses properly incurred by Singer a result of the Placee's
failure to comply with its obligations. The relevant Placee will,
however, remain liable for any shortfall below the amount owed by
it and for any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until such time as it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Singer under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) the Directors certifying that none of the representations
and warranties on the part of the Company contained in the Placing
Agreement are untrue or inaccurate on Admission, by reference to
the facts and circumstances then subsisting;
(b) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(c) the Subscription Letters having been entered into and not
having been terminated or amended prior to Admission and having
become unconditional in all respects, save for any condition
relating to the Placing Agreement becoming unconditional in
accordance with its terms (including, for the avoidance of doubt,
Admission);
(d) the receipt of funds by the Company in respect of all the
Subscription Shares on or before 5 p.m. on the day immediately
prior to Admission; and
(e) Admission occurring by not later than 8.00 a.m. on 5 January
2023 (or such later date as the Company and Singer may agree in
writing),
(all conditions to the obligations of Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and Singer may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by Singer,
in its absolute discretion by notice in writing to the Company and
Singer may also agree in writing with the Company to extend the
time for satisfaction of any condition. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of Singer, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision 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 Singer.
Termination of the Placing
Singer may terminate the Placing Agreement, in accordance with
its terms, at any time prior to Admission if, in the good faith
opinion of Singer, inter alia:
(a) it comes to the attention of Singer that any of the
warranties were not true or accurate when given; or
(b) it comes to the attention of Singer that the Company has
failed to comply with its obligations under the Placing Agreement,
FSMA, the Aquis Rules or other applicable Law; or
(c) it comes to the attention of Singer that any statement
contained in the Placing Documents (as defined in the Placing
Agreement) has become untrue, inaccurate or misleading; or
(d) there has occurred a force majeure event or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of Singer, will or is likely to be
prejudicial to the Placing or Admission or to the subscription for
Placing Shares by Placees.
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 Placing, each Placee agrees with the
Company and Singer that the exercise by the Company or Singer 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 Singer and that neither of the Company nor Singer
need make any reference to such Placee and that neither Singer, the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by Singer of a form of confirmation confirming each
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Singer expressly agrees 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 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 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 the Apex
Segment of the AQSE Growth Market, and that the Company is
therefore required to publish certain business and financial
information in accordance with the Aquis Rules and MAR, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
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 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, 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 neither
of Singer, the Company, any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them to provide it with any such information;
5 neither Singer, any person acting on behalf of it or any of
its affiliates, agents, directors, officers or employees has or
shall have any liability for any Publicly Available Information, or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the 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 Publicly Available Information; neither Singer,
the Company nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; it has conducted
its own investigation of the Company, the Placing 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 it has not relied on any
investigation that Singer or any person acting on its 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 Singer nor any
persons acting on behalf of it 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 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, the Republic of Ireland, Australia, Canada, 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, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 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
9.4 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 subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
the United States, Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa, 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, Japan, the Republic of
Ireland or the Republic of South Africa and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
11 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;
12 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;
13 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;
14 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;
15 neither Singer, its affiliates, agents, directors, officers
or employees nor any person acting on behalf of any of them is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of Singer and Singer
has no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Singer 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 Singer may, in its absolute discretion determine 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;
17 no action has been or will be taken by any of the Company,
Singer or any person acting on its behalf 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;
18 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. Neither Singer nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and Singer in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of Singer or transferred to a
CREST stock account of Singer who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is duly authorised to do
so and has full power to make the acknowledgments, representations
and agreements herein on behalf of each such person.
20 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;
21 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Regulation;
22 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; or (b) Article 2(e) the Prospectus
Regulation if it is in an EEA member state. For such purposes, it
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;
23 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Singer in
its capacity as an authorised person under section 21 of FSMA and
it may not therefore be subject to the controls which would apply
if it was made or approved as financial promotion by an authorised
person;
24 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA in
respect of anything done in, from or otherwise involving the United
Kingdom);
25 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the express
prior written consent of Singer has been given to the offer or
resale;
26 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
27 neither Singer nor any of its affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
has or shall have any liability for any information, representation
or statement contained in this Announcement or for any information
previously published by or on behalf of the Company or any other
written or oral information made available to or publicly available
or filed information or any representation, warranty or undertaking
relating to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
28 neither Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of Singer, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of Singer rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
29 it acknowledges and accepts that Singer may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for its own account for the purpose of hedging its
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Singer will not make any public
disclosure in relation to such transactions;
30 Singer and each of its affiliates, each 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 Singer and/or any of its
affiliates, acting as an investor for its or their own account(s).
Neither Singer 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;
31 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the UK or the EEA prior to the expiry
of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA or the UK within the meaning of the
Prospectus Regulation or the UK version of Prospectus Regulation
(EU) 2017/1129 which forms part of domestic law pursuant to the
European Union (Withdrawal) Act 2018;
32 it 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, the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (together, the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
33 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the MAR and the Proceeds of
Crime Act 2002 (as amended) and confirms that it has and will
continue to comply with those obligations;
34 if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
34.1 dealt (or attempted to deal) in the securities of the Company;
34.2 encouraged, recommended or induced another person to deal
in the securities of the Company; or
34.3 unlawfully disclosed such information to any person, prior
to the information being made publicly available;
35 in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Singer (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 Singer or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Singer's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Singer'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 Singer
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Singer
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;
36 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
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 Singer's
conduct of the Placing;
37 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and 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;
38 it irrevocably appoints any duly authorised officer of Singer
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe or purchase upon the terms
of this Announcement;
39 the Company, Singer and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Singer, on its own behalf and on behalf of the Company
and are irrevocable;
40 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, 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;
41 time is of the essence as regards its obligations under this Appendix;
42 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 Singer;
43 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
44 these terms and conditions 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 shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Singer 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, Singer and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Singer, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue 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 Singer 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 Singer
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 Singer in the event that either
the Company and/or Singer has incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Singer for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Singer does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Singer may (at its absolute
discretion) satisfy its obligation 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 Singer, any money held in an account with Singer 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 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 Singer's money (as
applicable) 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.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of 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 or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the Access segment of the AQSE Growth Market.
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.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement the following words shall have the
following meanings:
"Aquis Rules" the AQSE Access Rulebook for Issuers,
which set out the admission requirements
and continuing obligations of companies
seeking admission and whose shares are
admitted to trading on the Access segment
of the AQSE Growth Market
"Directors" the board of directors of the Company
for the time being;
"certificated" or "in the description of a share or other
certificated form" security which is not in uncertificated
form (that is not in CREST);
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001;
"EU" the European Union;
"Euroclear" Euroclear UK & International Limited;
"Issue Price" 11.5 pence per Placing Share
"Singer" Singer Capital Markets Securities Limited
"Placing Agreement" the agreement dated 22 December 2022
between the Company, Allenby Capital
Limited and Singer relating to the Placing;
"Placing Shares" the New Ordinary Shares to be issued
by the Company pursuant to the Placing;
"Regulatory Information has the meaning given in the Aquis Rules;
Service"
"Shareholders" holders of Ordinary Shares;
"Subscription Letters" the letters from each of the Subscribers
to the Company committing to subscribe
for the Subscription Shares;
"Subscription Shares" the New Ordinary Shares to be issued
by the Company pursuant to the Subscription;
"uncertificated" recorded on a register of securities
maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by means
of CREST;
"United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia.
This information is provided by RNS, the news service of the
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END
NEXEAPAAALLAFFA
(END) Dow Jones Newswires
December 23, 2022 02:00 ET (07:00 GMT)
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