TIDMAFHP TIDMAFHB
RNS Number : 8791Z
AFH Financial Group Plc
20 March 2017
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
20 March 2017
AFH FINANCIAL GROUP PLC
("AFH" or the "Company")
Proposed Placing
AFH Financial Group plc, a leading financial planning led
investment management firm, today announces that it proposes to
raise gross proceeds of up to GBP10 million through the placing of
new Ordinary Shares in the capital of the Company at a price of 175
pence per Ordinary Share (the "Placing Price"). Provided that
excess demand for the Placing exists, Alan Hudson, Chief Executive
Officer of the Company, has agreed to sell up to 1,000,000 existing
Ordinary Shares owned by him, at the Placing Price, to raise gross
proceeds of up to GBP1.75 million.
Summary of the Placing
-- Placing to raise gross proceeds of up to GBP10 million for
the Company at 175 pence per new Ordinary Share
-- Net proceeds of the Placing to be used to execute the
Company's acquisition pipeline and for general corporate
purposes
-- Placing by way of an accelerated bookbuild
-- Books are open with immediate effect
Reasons for the Placing and Use of Proceeds
Since 31 October 2016, the Company has announced five
acquisitions paying a combined GBP2 million in initial cash
consideration. The core business continues to perform in line with
expectations with strong recurring revenue and further additions to
funds under management. As at 1 March 2017, the Company had cash
balances of GBP4.1 million and remains fully funded to satisfy the
deferred consideration liabilities of announced acquisitions to
date as they fall due.
The Board believes that the opportunity exists to acquire
appropriately priced businesses and that the net proceeds of the
Placing will provide the Company with a strong platform to finance
such acquisition opportunities as well as providing funds for
general corporate purposes. The near-term pipeline is particularly
attractive, with four potential deals currently at various stages
of the due diligence and engagement process. In addition to these
four potential deals, the Company continues to assess other
potential acquisitions to further accelerate its growth.
Details of the Placing
Liberum Capital Limited is acting as nominated adviser, broker
and sole bookrunner in connection with the Placing.
The Placing is being conducted by way of an accelerated
bookbuild process and will be launched immediately following the
release of this announcement and will be made available to eligible
new and existing institutional investors. The book will close at
the sole discretion of Liberum.
The Placing is subject to the terms and conditions set out in
Appendix I to this announcement (which, together with the
definitions set out in Appendix II, forms part of this
announcement, such announcement and Appendices together being, this
"Announcement"). The Placing is not underwritten. The Company and
Liberum reserve the right to increase or decrease the size of the
Placing in their absolute discretion.
A further announcement will be made on the closing of the
bookbuild process, which is expected later today.
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety, including Appendix I, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in Appendix I to this
Announcement.
The Placing is conditional on, amongst other things, the
approval by Shareholders of the resolutions to be put to the
General Meeting. 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. Application will shortly be made for the new
Ordinary Shares to be admitted to trading on the AIM market of
London Stock Exchange plc.
Appendix I and Appendix II set out further information relating
to the Placing and the terms and conditions of the Placing.
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.
Enquiries:
AFH Financial Group PLC 01527 577 775
Alan Hudson, Chief Executive
Officer
Paul Wright, Chief Financial
Officer
www.afhfinancialgroup.com
Liberum Capital Limited 020 3100 2000
(Nominated Adviser and Broker)
John Fishley
Richard Bootle
Robert Johnson
Camarco 0203 757 4985
Geoffrey Pelham-Lane
Jennifer Renwick
Important Notices
This announcement is released by AFH Financial Group plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the Placing described above, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by the Board of the Company.
Important Information
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's 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 the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly 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.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, delivered or transferred, directly or
indirectly, in or into 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 Company does not intend to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of FSMA
and a copy of it has not been, and will not be, delivered to the
FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Directive. Its contents have not been
examined or approved by the London Stock Exchange plc, nor has it
been approved by an "authorised person" for the purposes of Section
21 of FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the FSMA does not apply.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(1)(e) of the Prospectus Directive
("Qualified Investors") and (b) if in the United Kingdom, persons
who (i) have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or are high net worth companies, unincorporated
associations or partnerships or trustees of high value trusts as
described in article 49(2) of the Order and (ii) are "qualified
investors" as defined in section 86 of FSMA and (c) otherwise, to
persons to whom it may otherwise be lawful to communicate it (all
such persons together being referenced to as "Relevant Persons").
Any investment in connection with the Placing will only be
available to, and will only be engaged with, relevant persons. Any
person who is not a Relevant Person should not act or rely on this
Announcement or any of its contents.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Liberum or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor
is expressly disclaimed.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting as broker and sole bookrunner for the Company
and for no-one else in connection with the Placing, and Liberum
will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for
providing advice to any other person in relation to the Placing or
any other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Liberum that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to
observe such restrictions.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix I
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND
LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS
THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B)
IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE,
TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO
(EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON
THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Persons (including individuals, funds or otherwise) who have
chosen to participate in the Placing, by making an oral or written
offer to subscribe for Placing Shares will be deemed to have read
and understood this Announcement, including this Appendix, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Liberum has been given
to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors, the offer of those Placing Shares
to it is not treated under the Prospectus Directive as having been
made to such persons;
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
unless in the case of this clause (ii), acting with investment
discretion for such person or, if such person is a corporation or
partnership, the person agreeing to purchase the Placing Shares is
an employee of such person authorised to make such purchase; (b) it
is a dealer or other professional fiduciary in the United States
acting on a discretionary basis for a non-US person (other than an
estate or trust) in reliance on Regulation S; (c) it is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act; or (d)
it is a "qualified institutional buyer" (a "QIB") (as defined in
Rule 144A under the Securities Act) and it has duly executed an
investor letter in a form provided to it and delivered the same to
Liberum or its affiliates;
4. 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 and agreements contained in this Announcement;
and
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix.
The Company and Liberum will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements.
Details of the Placing
Liberum has entered into the Placing Agreement with AFH
Financial Group plc under which, subject to the conditions set out
in that agreement, Liberum will agree to use its reasonable
endeavours to procure subscribers and/or purchasers for the Placing
Shares at the Placing Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the new Ordinary Shares ("Admission") to trading on
AIM. It is expected that Admission will become effective and that
dealings in the Placing Shares will commence on AIM at 8.00 a.m. on
11 April 2017.
Participation in, and principal terms of, the Placing
Liberum is arranging the Placing as agent for and on behalf of
the Company and the Selling Shareholder. Participation in the
Placing will only be available to Placees who may lawfully be, and
are, invited to participate by Liberum.
The number of Placing Shares to be issued will be agreed between
Liberum and the Company following completion of a bookbuilding
exercise by Liberum (the "Bookbuild"). The number of Placing Shares
will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
Liberum will determine in its absolute discretion the extent of
each Placee's participation in the Placing, which will not
necessarily be the same for each Placee and this will be confirmed
orally or in writing by Liberum as agent of the Company
("Confirmation"). No element of the Placing will be underwritten.
Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix (a copy of the terms and conditions having been provided
to the Placee prior to or at the same time as such oral or written
confirmation) and in accordance with the Company's articles of
association. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay
the aggregate settlement amount for the Placing Shares to be
subscribed for by that Placee regardless of the total number of
Placing Shares (if any) subscribed for by any other
investor(s).
Liberum reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Liberum also reserves the right
not to accept offers for Placing Shares or to accept such offers in
part rather than in whole.
Each Placee will be required to pay to Liberum, on the Company's
behalf, the Placing Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Liberum and the Company.
Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Liberum, 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
subscribe for. Each Placee will be deemed to have read and
understood the Appendices in their entirety, to the participating
in the Placing upon the terms and conditions contained in the
Appendices, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in the Appendices. To the fullest extent permitted by law
and applicable FCA rules (the "FCA Rules"), neither (i) Liberum,
(ii) any of its respective directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with Liberum as defined in the FCA Rules
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability to Placees or to any
person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under 'Registration and
Settlement'.
Completion of the Placing will be subject to the 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 Agreement'. In the event
that the Placing Agreement is not entered into or does not
otherwise become unconditional in any respect or, after having been
entered into, is terminated, the Placing will not proceed and all
funds delivered by the Placee to Liberum in respect of the Placee's
participation will be returned to the Placee at the Placee's risk
without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendices, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendices.
To the fullest extent permissible by law, neither the Company,
Liberum nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Liberum nor any of its
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of Liberum's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the passing of the Resolutions at the General Meeting of the
Company being held on 10 April 2017; and
(c) Admission having occurred not later than 8.00 a.m. on 11
April 2017 or such later date as the Company and Liberum may agree,
but in any event not later than 8.00 a.m. on 25 April 2017.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Liberum by the respective time or date where specified, (ii) any of
such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Liberum, at its discretion and upon such terms as it thinks fit,
may waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
None of Liberum, the Company or any other person shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Liberum
Termination of the Placing Agreement
Liberum is entitled (but after, where practicable, having
consulted with the Company) at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) it comes to the notice of Liberum that any statement
contained in the placing documents (the "Placing Documents") issued
in connection with the Placing was untrue, incorrect or misleading
at the date thereof or has become untrue, incorrect or misleading
in each case in any respect which Liberum (acting reasonably)
considers to be material in the context of the Placing or that any
matter which Liberum considers to be material in the context of the
Placing has arisen which would, if the Placing were made at that
time, constitute a material omission therefrom; or
(c) any of the warranties given by the Company in the Placing
Agreement has ceased to be true and accurate in any respect which
Liberum (acting reasonably) considers to be material in the context
of the Placing by reference to the facts subsisting at the time
when notice to terminate is given; or
(d) there happens, develops or comes into effect: i) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom; or ii) the outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or the declaration
by the United Kingdom of a national emergency or war; or iii) any
other occurrence of any kind which in any such case (by itself or
together with any other such occurrence) in the reasonable opinion
of Liberum is likely to materially and adversely affect the
market's position or prospects of the Group taken as a whole; or
iv) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in the reasonable opinion of
Liberum is materially adverse.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Liberum of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendices) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, Liberum or any other person and none of Liberum nor the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. 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. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if, in the opinion
of Liberum, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in the Appendices and subject to the Company's Articles
of Association.
Following the close of the accelerated bookbuild, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place
with Liberum, stating the number of Placing Shares allocated to it
at the Placing Price, the aggregate amount owed by such Placee to
Liberum and settlement instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Liberum. Settlement should be through Liberum
against CREST ID: LBQAQ. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 20 March 2017 and
settlement date of 11 April 2017. Settlement will take place on a
delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account
operated by Liberum as agent for the Company and Liberum will enter
their delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee
against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Liberum.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the 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 UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) the
following:
That it:
1. represents and warrants that it has read this Announcement,
including the Appendix, in its entirety and that its acquisition of
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that it has received this Announcement solely
for its use and has not redistributed or duplicated it;
3. acknowledges and agrees that no offering document, prospectus
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
4. acknowledges that its participation in the Placing shall also
be subject to the provisions of the Placing Agreement and the
memorandum and articles of association of the Company in force both
before and immediately after Admission;
5. acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM
(collectively, the "Exchange Information"), 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 Exchange 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;
6. acknowledges that neither Liberum, nor the Company nor any of
their respective affiliates 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 other than this
Announcement; nor has it requested any of Liberum, the Company, any
of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Liberum, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by Liberum or the Company or their
respective affiliates and neither Liberum nor the Company nor their
respective affiliates will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing;
8. represents and warrants that it has neither received nor
relied on any inside information (as defined in the Market Abuse
Regulation) concerning the Company in accepting this invitation to
participate in the Placing;
9. acknowledges that neither Liberum nor any person acting on
its behalf nor any of their respective affiliates has or shall have
any liability for any publicly available or filed information, or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
10. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, the Market Abuse
Regulation and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2007 (the "Regulations") and any 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 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;
11. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), represents and warrants
that the Placing Shares subscribed for by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the European Economic Area which has
implemented the Prospectus Directive other than to qualified
investors, or in circumstances in which the prior consent of
Liberum has been given to the proposed offer or resale;
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA;
13. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
14. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
15. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
16. represents and warrants that it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, or is a person to whom this Announcement may otherwise be
lawfully communicated;
17. acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive and represents and agrees that it is
such a qualified investor;
18. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for Placing Shares under the laws
of all relevant jurisdictions which apply to it and that it has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honor such obligations, and that its subscription of the
Placing Shares will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise.
19. acknowledges and agrees that 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, or the relevant Canadian, Japanese, Australian
or South African securities legislation and therefore the Placing
Shares may not be offered, sold, transferred or delivered directly
or indirectly into the United States, Canada, Japan, Australia or
the Republic of South Africa or their respective territories and
possessions, except subject to limited exemptions;
20. warrants that it has complied with all relevant laws of all
relevant territories, obtained all requisite governmental or other
consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in Liberum, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
21. acknowledges and agrees that its purchase of Placing Shares
does not trigger, in the jurisdiction in which it is resident or
located: (i) any obligation to prepare or file a prospectus or
similar document or any other report with respect to such purchase;
(ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the
Company;
22. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Liberum may in its discretion
determine and without liability to such Placee;
23. acknowledges that neither Liberum nor any of its affiliates,
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 Liberum for the purposes of the Placing
and that Liberum 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;
24. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Liberum nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Liberum in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Liberum who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
25. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter 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
Liberum 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;
26. acknowledges that Liberum and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Liberum to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
27. agrees to indemnify on an after tax basis and hold the
Company and Liberum and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in the Appendices and further agrees
that the provisions of the Appendices shall survive after
completion of the Placing;
28. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
29. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the relevant contract
notes will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company and Liberum. The agreement to settle
a Placee's subscription (and/or the subscription of a person for
whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to
the subscription by it and/or such person direct from the Company
for the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and none
of the Company, Liberum shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify Liberum accordingly;
30. understands that no action has been or will be taken by any
of the Company, Liberum or any person acting on behalf of the
Company or Liberum that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
31. in making any decision to subscribe for the Placing Shares,
confirms that 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 confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain a complete loss in connection with the Placing.
It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
32. represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based upon its own
judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Liberum;
33. understands and agrees that it may not rely on any
investigation that Liberum or any person acting on its behalf may
or may not have conducted with respect to the Company, or the
Placing and Liberum has not made any representation to it, express
or implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges and agrees that no information has been prepared by
Liberum or the Company for the purposes of this Placing;
34. accordingly it acknowledges and agrees that it will not hold
Liberum or any of its affiliates or any person acting on their
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Company or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") and that neither
Liberum nor any person acting on behalf of Liberum makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
35. if the Placing Shares were offered to it in the United
States, represents and warrants that in making its investment
decision, (i) it 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 and the US Employee Retirement
Income Security Act of 1974, the US Investment Company Act of 1940
and the Securities Act, (ii) it has received all information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares that it believes is necessary or appropriate in order to
make an investment decision in respect of the Company and the
Placing Shares, (iii) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of
risk and no US federal or state or non-US agency has made any
finding or determination as to the fairness for investment or any
recommendation or endorsement of the Placing Shares, and (iv) it is
able to bear the economic risk of an investment in the Placing
Shares, is able to sustain a complete loss of the investment in the
Placing Shares and has no need for liquidity with respect to its
investment in the Placing Shares;
36. understands that 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 other jurisdiction of the
United States, and accordingly, may not be offered or sold or
otherwise transferred in the United States except pursuant to a
registration statement under the Securities Act or an exemption
from the registration requirements of the Securities Act and, in
connection with any such transfer, the Company shall be provided,
as a condition to transfer, with a legal opinion of counsel, in
form and by counsel reasonably satisfactory to the Company, that no
such Securities Act registration is or will be required and with
appropriate certifications by the transferee as to appropriate
matters.
37. it is not a Plan (which term includes (a) employee benefit
plans that are subject to Section 406 of the US Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or plans,
individual retirement accounts and other arrangements that are
subject to Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "Code"), (b) plans, individual retirement accounts and
other arrangements that are subject to provisions under applicable
US federal, state, local or other laws or regulations that are
substantially similar to Section 406 of the ERISA or Section 4975
of the Code ("Similar Laws") and (c) entities the underlying assets
of which are considered to include "plan assets" of such plans,
accounts and arrangements) and are not purchasing the Placing
Shares on behalf of, or with the "plan assets" of, any Plan.
38. if Placees are purchasing the Placing Shares outside the
United States, each Placee (and any person acting on such Placee's
behalf) agrees, represents and warrants as follows:
a. it is aware that the Placing Shares are being offered outside
the United States in reliance on Regulation S promulgated under the
Securities Act;
b. it is, at the time of the offer and acceptance of the Placing
Shares, outside the United States for the purposes of Regulation S;
and
c. it did not purchase or otherwise acquire the Placing Shares
based on or due to directed selling efforts (as defined in Rule 902
under the Securities Act), including based on an advertisement in a
publication with a general circulation in the United States, nor
has it seen or been aware of any activity that, to its knowledge,
constitutes directed selling efforts in the United States.
39. for Placees that are located in the United States, each such
Placee (and any person acting on such Placee's behalf) agrees,
represents and warrants as follows:
a. it is "qualified institutional buyer" (a "QIB"), as defined
in Rule 144A under the Securities Act, and (i) if acquiring the
Placing Shares as a fiduciary or agent for one or more investor
accounts, each owner of such account is a QIB, the Placee has full
investment discretion with respect to each account, and has full
power and authority to make the acknowledgements, representations
and agreements contained herein on behalf of each owner of such
account; and (ii) is acquiring the Placing Shares for its own
account, or for the account of a QIB for which it has full
investment discretion, in each case for investment purposes and not
with a view to, or for offer or sale in connection with, any
distribution (within the meaning of the United States securities
laws) of such Placing Shares;
b. it agrees that the Company may require a certification from
it in support of any transfer, in form and substance satisfactory
to the Company, and agrees that the Company, the registrar, CREST
or any transfer agent may reasonably require additional evidence or
documentation supporting compliance with applicable securities
laws, and prior to any sale or transfer, the Company may require
the delivery of such certifications, notifications, agreements and
warranties and legal opinions of duly qualified counsel as it may
reasonably require to confirm that the proposed sale or other
transfer complies with the foregoing restrictions;
c. it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein
at any time as to such person's status under US securities laws,
and to require any such person that has not satisfied the Company
that such person is holding appropriately under US securities laws
to transfer such Placing Shares or interests therein immediately to
the Company;
d. it is purchasing the Placing Shares for its own account or
for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Placing Shares in any manner that would violate
the Securities Act or otherwise cause the Company's assets to
become subject to ERISA;
e. it understands and acknowledges that neither the Company nor
any of its respective affiliates, makes any representation as to
the availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
f. it agrees that the Placing Shares are "restricted securities"
for US securities law purposes which may not be deposited into any
unrestricted depositary facility established or maintained by a
deposited bank. As such, it agrees not to offer or sell the Placing
Shares to any person other than in compliance with the following
restrictions which apply to all its Placing Shares and which shall
be affixed in the form of a legend to any certificates of Placing
Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS
PREDECESSOR) HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE
TRANSFERRED, EXCEPT (A) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT (AND IS NOT ACTING IN A PREARRANGED TRANSACTION
RESULTING IN THE RESALE OF THESE SECURITIES INTO THE UNITED
STATES); (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT; (C) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (D)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, SUBJECT, IN THE CASES OF CLAUSES (A), (B) AND (C),
TO THE RIGHT OF THE ISSUER TO OBTAIN, IF THE ISSUER SO REQUESTS, AN
OPINION, IN FORM AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO THE
ISSUER AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE, WHICH
PROVIDES THAT SUCH OFFER, SALE, PLEDGE, HEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.
EXCEPT AS OTHERWISE DETERMINED BY THE ISSUER, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) MAY NOT BE
DEMATERIALISED INTO CREST OR ANY OTHER PAPERLESS SYSTEM UNLESS THE
PARTY REQUESTING SUCH DEMATERIALISATION FIRST OBTAINS A LETTER FROM
THE TRANSFERREE STATING THAT SUCH TRANSFERREE IS NOT ACTING IN A
PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE SECURITIES
INTO THE UNITED STATES OR MAKES SUCH OTHER REPRESENTATIONS
REQUESTED BY THE ISSUER."
The Placee agrees, on its own behalf and on behalf of any
accounts for which the Placee is acting, that if the Placee should
offer, resell, pledge or otherwise transfer any Placing Shares, it
will do so only (i) in an offshore transaction meeting the
requirements of Rule 903 or 904 of Regulation S under the
Securities Act (and not in a prearranged transaction resulting in
the resale of such Placing Shares into the US), (ii) in a
transaction meeting the requirements of Rule 144 under the
Securities Act, (iii) in accordance with another exemption from the
registration requirements of the Securities Act, or (iv) pursuant
to an effective registration statement under the Securities Act,
provided that the Placee notify the Company of such proposed
transaction and that the Placee intends to make such sale in
accordance with the terms of this paragraph, and that, such offer,
resale, pledge or transfer must, and will, be made in accordance
with any applicable securities laws of any US state or other
jurisdiction of the US. The Placee understands and acknowledges
that any offer, resale, pledge or transfer made other than in
compliance with the restrictions contained in this paragraph may
not be recognised by the Company;
a. the Placing Shares shall only be eligible for settlement
through CREST if approved by the Company and if requested by the
Company, the purchaser provides a signed letter addressed to the
Company, containing certain representations regarding compliance
with United States securities laws;
b. it has not purchased the Placing Shares as a result of
"general solicitation" or "general advertising" (within the meaning
of Rule 502(c) under the Securities Act), including advertisements,
articles, research reports, notices or other communications
published in any newspaper, magazine, on a website or in or on any
similar media, or broadcast over radio or television, or any
seminar or meeting whose attendees have been invited by general
solicitation or general advertising; and
c. it will inform each purchaser who purchases the Placing
Shares from it of the transfer restrictions stated herein and that
if in the future such purchaser of Placing Shares decides to offer,
resell, pledge, or otherwise transfer such Placing Shares, any
offer, resale or transfer must be made in compliance with the
Securities Act.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company and Liberum.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum, any money held in an account with Liberum on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Liberum money in accordance with the
client money rules and will be used by Liberum in the course of its
own business; and the Placee will rank only as a general creditor
of Liberum.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
Appendix II
Definitions
The following definitions apply throughout this Announcement,
unless otherwise stated or the context requires otherwise:
"Admission" admission of the Placing Shares to trading on AIM
and such admission becoming effective in accordance with Rule 6 of
the AIM Rules for Companies;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules for Companies" the London Stock Exchange's rules and
guidance notes contained in its "AIM Rules for Companies"
publication relating to companies whose securities are traded on
AIM, as amended from time to time;
"Announcement" this announcement (including the appendices to
this announcement);
"Articles" the articles of association of the Company in force
on the date hereof;
"Board" or "Directors" the directors of the Company, or any duly
authorised committee thereof;
"Circular" the Shareholder circular to be published in
connection with the General Meeting;
"Company" AFH Financial Group plc;
"CREST" the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear which facilitates the
transfer of title to shares in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment or subordinate
legislation which amends or supersedes those regulations and any
applicable rules made under those regulations or any such enactment
or subordinate legislation for the time being in force;
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated in England & Wales with registered number
02878738, being the operator of CREST;
"FCA" the Financial Conduct Authority in its capacity as the
competent authority for the purposes of Part VI of FSMA;
"Form of Proxy" the form of proxy for use at the General
Meeting;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"General Meeting" or "GM" the general meeting of the Company to
be held on or about 10 April 2017;
"Group" the Company together with its subsidiaries from time to
time;
"London Stock Exchange" London Stock Exchange plc;
"Liberum" Liberum Capital Limited, Ropemaker Place, 25 Ropemaker
Street, London EC2Y 9LY;
"Ordinary Shares" the ordinary shares of 10 pence each in the
share capital of the Company;
"Placing" the placing of the Placing Shares at the Placing Price
by Liberum as agent for and on behalf of the Company pursuant to
the terms of the Placing Agreement;
"Placing Agreement" the conditional agreement dated 20 March
2017 between (1) the Company, (2) Liberum relating to the Placing,
further details of which are set out in this Announcement;
"Placing Price" 175 pence per Placing Share;
"Placing Shares" the new Ordinary Shares to be issued by the
Company and subscribed for pursuant to the Placing, including, as
the context so requires, the Sale Shares;
"Prospectus Directive" 2003/71/EC of the European Parliament and
Council of 4 November 2003 (as amended) and any relevant
implementing measure in each member state of the European Economic
Area that has implemented the Prospectus Directive
"Prospectus Rules" the rules made for the purposes of Part VI of
FSMA in relation to offers of securities to the public and
admission of securities to a regulated market;
"Regulation D" Regulation D as promulgated under the Securities
Act;
"Regulation S" Regulation S as promulgated under the Securities
Act;
"Resolutions" the resolutions required to allot and issue the
Placing Shares to be set out in the notice of the General Meeting
contained in the Circular;
"Sale Shares" certain existing Ordinary Shares to be sold by
Alan Hudson pursuant to the Placing;
"Securities Act" or "U.S. Securities Act" the United States
Securities Act of 1933, as amended;
"Shareholders" holders of Ordinary Shares, from time to
time;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" or "in uncertificated form" recorded on the
relevant register of the share or security concerned as being held
in uncertificated form in CREST and title to which, by virtue of
the CREST Regulations, may be transferred by means of CREST;
"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 and all other areas subject to
its jurisdiction;
"US Person" bears the meaning ascribed to such term by
Regulation S; and
"GBP" pounds sterling, the lawful currency of the UK from time
to time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOESFSEFUFWSELD
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