TIDMATQT
RNS Number : 6954A
ATTRAQT Group PLC
01 October 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION.
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 ATTRAQT GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED, AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR
AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, REGISTRATION
UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE
SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
1 October 2020
Attraqt Group plc
("Attraqt" or the "Company")
Acquisition of Aleph Search technology
Placing to raise GBP4 million
Attraqt Group plc (AIM: ATQT), a leading provider of online
experience orchestration, is pleased to announce the acquisition of
Aleph Search ("Aleph"), an Artificial Intelligence ("AI") powered
search technology. The Group also announces a placing to raise
gross proceeds of GBP4 million at 32 pence per share to fund the
acquisition, increase investment in sales, marketing and product
development activities and to accelerate growth.
Attraqt published its interim results for the six months ended
30 June 2020 yesterday, 30 September 2020. This announcement should
be read in conjunction with the interim results announcement.
Acquisition Highlights
-- The Company has entered into an agreement (the "Acquisition
Agreement") to acquire the Aleph technology for an
initial consideration of GBP0.35 million in cash and
3.6 million new Ordinary Shares, with additional share
and cash consideration payable contingent upon achieving
certain targets over a three year period (the "Acquisition")
-- The Acquisition of Aleph's AI-based search technology
will aim to:
* Enhance Attraqt's AI powered search functionality
* Accelerate the Group's product roadmap by an
estimated two years
* Enhance the Company's competitive advantage
* Provide the underlying AI enabled platform for future
product innovation
-- Aleph's technology combined with Attraqt's Fredhopper
Discovery Platform and Experience Orchestrator (developed
from the Company's acquisition of Early Birds):
* Will, in the Directors' opinion, add a more
sophisticated, "Google-like" search experience for
eCommerce
* Has already been validated in selected use cases and
shown to deliver significant, measurable benefits for
the retailer
* Has been implemented and tested with a number of
existing Attraqt customers resulting in incremental
new bookings
* Places the Group's sales teams in a strong position
to sell the enlarged technology offering to new and
existing customers
Placing Highlights
-- The Company also announces that it is raising gross
proceeds of GBP4 million by way of a placing (the "Placing")
of a total of 12,500,000 new Ordinary Shares (the "Placing
Shares") at 32 pence each (the "Placing Price")
-- The Placing Price represents a premium of 3.2 per cent.
to the Company's closing share price on 30 September
2020
-- Owing to a strong response from investors, the Placing
is significantly oversubscribed.
-- Approximately GBP1 million of the proceeds of the Placing
will be used to fund the Acquisition consideration
and related transaction expenses. Approximately GBP2
million will be used to increase investment in sales
and marketing, and the remaining proceeds will be used
to invest in the Enlarged Group's product development
activities and for additional working capital purposes
-- The Placing is being conducted by Canaccord Genuity
Limited ("Canaccord Genuity") as Nomad, Sole Bookrunner
and Sole Broker (the "Bookrunner")
-- Certain Directors and associated entities of the Company
have indicated that they intend to participate in the
Placing for Placing Shares at the Placing Price. A
further announcement will be made in due course once
such dealings have been made
Mark Adams, CEO of Attraqt, commented
"We are delighted to announce the proposed acquisition of Aleph
Search, an Artificial Intelligence powered search technology. The
acquisition will enable us to not only immediately enhance the
Group's AI search capability and accelerate our product roadmap by
an estimated two years, but also enhances our competitive
advantage. This technology builds upon the new Experience
Orchestrator platform we developed from the Early Birds acquisition
and means we will be offering an end-to-end best-in-class product
offering for clients.
We have been working together with Aleph for six months and we
have already seen the combined offering provide tangible results to
our existing customers, generating approximately 20%-60% higher
conversion rates in proof of concept trials. Importantly, we are
confident that the combined offering will give us the opportunity
to increase our new business win rate and to further upsell into
our existing base through a more competitive offering."
A video overview of the Company's Half Year results and the
rationale behind the acquisition of Aleph Search from the CEO, Mark
Adams, is available to watch here:
http://bit.ly/ATQT_H1_20_overview
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR").
-ends-
For further enquiries please contact:
Attraqt Group plc Via Alma PR
Mark Adams, CEO
Eric Dodd, CFO
Canaccord Genuity (Nominated Adviser, Sole
Broker and Sole Bookrunner)
Simon Bridges
Adam James
Thomas Diehl +44 (0)20 7523 8000
Alma PR +44 (0)20 3405 0205
Rebecca Sanders-Hewett attraqt@almapr.co.uk
Susie Hudson
Sam Modlin
About Attraqt Group plc
Attraqt powers exceptional shopping experiences for over 300 of
the world's leading retail brands. The Company delivers omnichannel
search, merchandising, and product & content personalization
for online retailers and brands. Simple-to-use interfaces and
efficient workflows enable Merchandisers to take full control and
enhance the value of smart automation with their own strategic
expertise and creativity.
In 2019, Attraqt acquired Early Birds, the award-winning
AI-driven personalization software provider. Together, the two
companies combine Attraqt's pedigree in data-led search and
merchandising capabilities to optimize product discovery and visual
curation, with Early Birds' award-winning ability to empower
learning algorithms to orchestrate and personalize the entire
shopper journey. The benefits to retailers and brands will be the
ability to orchestrate enhanced shopper journeys that also deliver
superior commercial returns.
For more information visit www.attraqt.com
1. The Acquisition
1.1 Overview of the Aleph Search technology
The Aleph Search system provides a machine learning-based
solution for matching a text string entered into a
search box on an e-commerce site against the products on that
site. The system does so by training an algorithm using the product
catalogue and usage logs for the site's search terms. This
algorithm then creates a "product fingerprint" for each product in
the site's catalogue.
Upon execution of a search, the same algorithm is used to
rapidly identify and return products that most closely match a
search "fingerprint". As well as being able to utilise text data
and input the system is able to utilise image data. The machine
learning system uses relatively customary AI tools and techniques,
but the fingerprint that is created is considered to be a unique
and innovative way to conduct a product classification and search
system.
The Directors believe that the Aleph AI search solution will
enable Attraqt to offer a more sophisticated "Google-like search
experience" for complex, longer search queries and to understand
the true meaning and intent behind customers' requests.
1.2 Acquisition Rationale
The Acquisition of Aleph's AI based search technology will aim
to:
-- Enhance the Group's AI powered search capability
-- Bring significant value and additional sales to the Company's customers
-- Accelerate product roadmap by an estimated two years
-- Ensure the Company's competitive edge
-- Provide the underlying AI enabled platform for future product innovation
-- Provide the opportunity to increase the new business win rate
and to upsell into the install base through a more competitive and
compelling product offering
-- Increase the total addressable market, specifically into the
mid-market and small and mid-market business segment (equating to
between GBP20,000 and GBP80,000 of annual recurring revenue per
customer) by integrating with the Group's existing Experience
Orchestrator platform developed from the Early Birds
acquisition
Attraqt worked with Aleph Search's technology and founders for
approximately six months prior to this Acquisition, enabling the
Company to validate use cases with customers and deploy Aleph's AI
driven technology into Attraqt infrastructure. Furthermore, through
this phase, Attraqt was able to better understand its customers
current and futures needs around search, to understand the
Company's differentiation, as well as testing and selling the
offering with a number of existing customers by way of a reseller
agreement with Aleph Search. .
Specifically, Attraqt has conducted a proof-of-concept study
with three of its larger existing customers which yielded
compelling results. Across the three studies, the Aleph technology
was employed for approximately 15% of search volume and achieved
for those searches: (i) approximately 40%-60% higher search to
product detail page click rates; (ii) approximately 20%-60% higher
conversion rates; (iii) approximately 50%-75% of low confidence
searches improved; and (iv) approximately 95%-99% fewer zero
results searches. This translated in significant additional sales
for the retailer.
Attraqt worked with its client PrettyLittleThing to review
search patterns on the UK and French sites. Since completion of the
trial, PrettyLittleThing said of the product: "Attraqt has been a
trusted partner of ours for many years, so when the opportunity
rose to implement their newest AI technology for Search we couldn't
pass this up. We were particularly impressed by how quick and
simple the implementation of the technology was, and how well it
worked with our existing data feeds. We started seeing significant
improvements in affected searches pretty much straight away and the
results achieved over just few weeks of the algorithms running
speak for themselves."
1.3 Acquisition Agreement
Under the terms of the Acquisition Agreement, the Company has
acquired the entire issued share capital of Aleph-Search from from
Aleph-One GmbH ("the Seller") for an aggregate consideration of
GBP350,000 in cash and the issue of up to 11,102,410 Ordinary
Shares, in four tranches ("the Consideration Shares"). Completion
occurred on 1 October 2020. Aleph-Search is a newly formed limited
company, with no historic revenues or profits, into which the Aleph
Search technology was transferred immediately prior to entry into
the Acquisition Agreement.
The cash consideration of GBP350,000 will be paid to the Seller
on 8 January 2021. 3,600,964 of the Consideration Shares were
issued to the Seller on completion ("the Completion Shares") and
will be held in escrow for a period of up to 36 months to cover any
warranty and indemnity claims made by the Company under the terms
of the Acquisition Agreement. A second tranche totalling up to
5,401,446 Consideration Shares ("the IP Transfer Shares") will be
issued to the Seller at 6 months and 12 months from the date of
completion, conditional upon the successful integration by then of
the technology into Attraqt's platform. A further 900,000
Consideration Shares will be issued to the Seller if the Company's
share price is GBP1 or more for 30 consecutive days between the
second and third anniversaries of completion, and a final tranche
of 1,200,000 Consideration Shares will be issued to the Seller if
the Company's share price is GBP2 or more for 30 consecutive days
between the second and third anniversaries of completion (together,
"the Completion Bonus Shares"). In addition, the Completion Bonus
Shares will become due to the Seller if Attraqt is the subject of a
successful takeover offer at an offer price per Ordinary Share of
GBP1 or more.
The Completion Shares will represent approximately 1.8 per cent.
of the issued share capital of the Company immediately following
the Placing and Admission. The Consideration Shares will rank in
full for all dividends with a record date on or after the date of
Admission and otherwise pari passu with the Ordinary Shares and
Placing Shares in issue from the date of Admission.
The Acquisition Agreement contains warranties from the Seller
relating to, inter alia, the Aleph Search software in favour of the
Company and the limitations on liability under the warranties
reflect the market standard for such a transaction. The Company
also has certain set-off rights against further issuances of
Consideration Shares in the event of a claim being brought against
the Seller under the Acquisition Agreement.
1.4 Lock In arrangements
The Seller has entered into irrevocable undertakings not to
dispose (save in certain specified circumstances) of any interest
in the Completion Shares, or 50 per cent. of the IP Shares, for a
period of 12 months after their issuance and for a further 12
months to effect any sales of such shares only via Canaccord so as
to maintain an orderly market in the Ordinary Shares. If issued,
the Completion Bonus Shares will also be subject to orderly
marketing arrangements for a period of 12 months from their
issuance.
1.5 Software Development Agreement
Alongside the Acquisition, the Company has entered into a
software development agreement ("the SDA") with the Seller that
will run for a period of up to three years following completion.
The SDA is split into two phases: the first phase will
operationalise the acquired Aleph Search technology and facilitate
knowledge transfer to the Company and is expected to take
approximately 6 - 9 months to complete. The second phase relates to
the joint development of new IP using the fingerprint technology,
and will run for the remainder of the agreement. The Company will
pay to the Seller a monthly retainer of EUR 30,000 for its services
under the SDA.
2. The Placing
The Company is raising GBP4 million (before expenses) by way of
a placing of 12,500,000 Placing Shares at the Placing Price with
certain institutional and other investors. The Placing Shares being
issued represent 6.9 per cent. of the existing issued ordinary
share capital of Attraqt immediately prior to the Placing and
Acquisition.
The Placing Price of 32 pence represents a 3.2 per cent premium
to the closing middle market price of 31 pence per Ordinary Share
on 30 September 2020, being the latest dealing day prior to the
announcement of the Acquisition and the Placing.
Owing to a strong response from investors, the Placing is
significantly oversubscribed.
The Directors believe that the proposed Placing will enable the
Company to significantly progress its strategy by funding the
Acquisition and by allowing additional investment into the
Company's sales and marketing activities.
The Company currently intends to use the net proceeds of the
Placing as outlined below:
-- Approximately GBP1 million to fund the Acquisition cash consideration and fees;
-- Approximately GBP2 million to increase sales and marketing,
lead generation activities expenditure and grow new markets
(specifically in Germany, France and Australia / New Zealand);
and
-- The remaining net proceeds to be used to invest in the
Enlarged Group's product development activities and for additional
working capital purposes.
Canaccord Genuity is acting as Nominated Adviser, Sole
Bookrunner and Sole Broker in connection with the Placing.
3. Directors' dealings
Certain Directors and associated entities have also indicated
that they intend to shortly participate in the Placing for Placing
Shares at the Placing Price. Such entities have provided the
following non-binding indications and a further announcement will
be made in due course once such dealings have been made :
Number of Indicative Indicative
Existing Ordinary number of number of Indicative
Shares Placing Shares Ordinary percentage
intending Shares immediately of enlarged
to subscribe following issued share
for in the completion capital on
Director/PDMR Placing of the Placing Admission (%)
Azini 3 LLP* 23,946,695 831,260 24,777,955 12.63
Eric Dodd ** 92,592 31,250 123,842 0.06
* Azini 3 LLP is a private equity fund managed by Azini Capital.
Nick Habgood (Chairman of Attraqt) is the Managing Partner of Azini
Capital Partners LLP. Azini Capital Partners is the fund manager
for Azini 3 LLP. Azini 3(FP)LP is a limited partner in Azini 3 LLP
and Nick Habgood is a partner in Azini 3(FP)LP. Therefore, Nick
Habgood has an indirect interest in the share capital of the
Company.
** Such shares are being subscribed for by Swapnil Dodd, the
wife of Eric Dodd.
4. Settlement and Admission
Application has been made to the London Stock Exchange for the
Placing Shares and Completion Shares (totalling 16,100,964 new
Ordinary Shares) to be admitted to trading on AIM
("Admission").
Settlement and Admission of the Placing Shares and Completion
Shares is expected on or around 8.00 a.m. on 6 October 2020 (or
such later date as the Company and the Bookrunner may agree, being
no later than 30 October 2020). The Placing is not underwritten and
is conditional upon, inter alia, the placing agreement between the
Company and Canaccord Genuity (the "Placing Agreement") not being
terminated in accordance with its terms and Admission. The Appendix
to this Announcement sets out further information and the terms and
conditions of the Placing.
5. Total voting rights
Following Admission, the Company will have a total of
196,149,171 Ordinary Shares in issue, with no Ordinary Shares held
in treasury. With effect from Admission, this figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the Company, under the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY CANACCORD, "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B)
IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). 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 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. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND
CANACCORD TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
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 IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with Canaccord
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
Canaccord confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Canaccord and the Company have entered into a Placing Agreement,
under which Canaccord has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. It is expected that the Placing will raise up to
GBP4 million in gross proceeds. The Placing is not being
underwritten by Canaccord or any other person.
The Placing Shares will be issued on or around 6 October 2020.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after
the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under ATQT with ISIN
GB00BMJJFZ18.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 6 October
2020 (the " Admission"). In any event, the latest date for
Admission is 30 October 2020 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. Canaccord is arranging the Placing as agent for, and broker to, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
Canaccord. Canaccord is entitled to participate in the Placing as
principal.
3. Each Placee's allocation will be confirmed to Placees orally,
or in writing (which can include email), by Canaccord and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. Canaccord's oral or written confirmation will
give rise to an irrevocable, legally binding commitment by that
person (who at that point becomes a Placee), in favour of Canaccord
and the Company, under which it agrees to acquire by subscription
the number of Placing Shares allocated to it at the Placing 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 Canaccord's consent, such commitment will
not be capable of variation or revocation.
4. Each Placee's allocation will, unless otherwise agreed
between the Placee and Canaccord, be evidenced by a trade
confirmation or contract note issued to each such Placee by
Canaccord. The terms and conditions of this Announcement (including
this Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be
legally binding on the Placee on behalf of which it is made and,
except with Canaccord's consent, will not be capable of variation
or revocation from the time at which it is issued.
5. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Canaccord (as agent for the Company),
to pay to Canaccord (or as Canaccord may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
6. Except as required by law or regulation, no press release or
other announcement will be made by Canaccord or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
7. Irrespective of the time at which a Placee's allocation
pursuant to 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".
8. All obligations of Canaccord under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
9. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither Canaccord nor any
of its Affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise
whether or not a recipient of these terms and conditions) in
respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and Canaccord and its Affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither Canaccord nor any of its
Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of Canaccord's
conduct of the Placing or of such alternative method of effecting
the Placing as Canaccord and the Company may determine.
Conditions of the Placing
Canaccord's obligations under the Placing Agreement in respect
of, amongst other things, the Placing are conditional on, inter
alia:
11. the delivery by the Company to Canaccord of certain
documents required under the Placing Agreement;
12. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
13. none of the warranties given in the Placing Agreement being
untrue, inaccurate or misleading at any time between the date of
the Placing Agreement and Admission, as though they had been given
and made on such date by reference to the facts and circumstances
then subsisting, and no matter having arisen prior to Admission
which might reasonably render any of the warranties untrue or
inaccurate or misleading in any respect if it was repeated as at
Admission;
14. the allotment of the Placing Shares, conditional only upon
admission of such Ordinary Shares to trading on AIM, in accordance
with the Placing Agreement;
15. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of Part 1 the AIM Rules not
later than 8.00 a.m. on 6 October 2020 or such later date as may be
agreed in writing between the Company and Canaccord, but in any
event not later than 8.00 a.m. on 30 October 2020 (the "Long Stop
Date"); and
16. the Placing Agreement not having been terminated by Canaccord.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Canaccord by the respective time or
date where specified (or such later time or date as Canaccord may
notify to the Company); (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 Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
Canaccord may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, 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
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither Canaccord, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Canaccord.
Right to terminate the Placing Agreement
Canaccord is entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before Admission (in respect of the Placing):
17. it shall have come to the notice of Canaccord that any
statement contained in any Placing Document (as defined in the
Placing Agreement) is or has (in the sole judgement of Canaccord)
become untrue, inaccurate, incomplete or misleading, or any matter
has arisen which would, if the Placing were made at that time,
constitute an omission from the Placing Documents or any of
them;
18. in the sole judgement of Canaccord there shall have occurred
any adverse change in, or any development or event reasonably
likely to involve a prospective adverse change in, or affecting,
the condition (financial, operational, legal or otherwise),
earnings, business, management, financial position, properties,
assets, rights, results of operations, net asset value, funding
position, liquidity, solvency, prospects of general affairs of the
Group or the Target(as defined in the Placing Agreement), as the
case may be, as a whole and whether or not arising in the ordinary
course of business ("Material Adverse Change") since the date of
the Placing Agreement or if there is a fact, circumstance or
development reasonably likely to include a Material Adverse Change
(whether or not foreseeable at the date of the Placing
Agreement);
19. in the sole judgement of Canaccord there has been a material
breach by the Company of any of its obligations under the Placing
Agreement or any law in respect of the Placing, or there has been a
breach of other has taken place any event rendering untrue or
incorrect in any respect any of the warranties given by the Company
in the Placing Agreement;
20. in the sole judgement of Canaccord if any warranty given by
the Company in the Placing Agreement would if repeated at any time
up to Admission (by reference to the facts and circumstances then
existing) be untrue, inaccurate or misleading in any respect;
or
21. there has been a breach of any provision of the Acquisition
Agreement by any party to it which Canaccord considers (in its sole
judgement) to be material; or
22. a matter or circumstance has arisen which would be likely to
give rise to a claim under the indemnity provisions of the Placing
Agreement; or
23. (i) there has occurred, in the sole judgement of Canaccord,
any outbreak of hostilities or escalation thereof or act or
incidence of terrorism or other calamity or crisis (including any
material worsening of the response to the Covid-19 pandemic),
national or international emergency or war, or any change (or
development involving a prospective change) in national or
international monetary, political, financial or economic conditions
or currency exchange rates or foreign exchange controls or any
material adverse change in the financial markets in the United
States, the United Kingdom, in any member of the European Union or
the international markets; (ii) trading in any securities of the
Company or trading generally on any stock exchange or in any over
the counter market is disrupted, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices have been
required, by any exchange or by any governmental authority, or a
material disruption has occurred in commercial banking or
securities settlement or clearance services in the United States,
United Kingdom or Europe, in the sole judgement of Canaccord
(acting reasonably); (iii) there has occurred any actual or
prospective change or development in the United Kingdom or any
other taxation that would have a materially adverse effect on any
member of the Group or on the allotment, issue or delivery of
Ordinary Shares or the transfer thereof; or (iv) a general
moratorium on commercial banking activities in London or New York
has been declared by the United States, the United Kingdom, the New
York authorities or the European Central Bank or a suspension or
material limitation in trading in securities, generally on the
London Stock Exchange, the New York Stock Exchange or NASDAQ has
occurred, or is likely to occur, in the sole judgement of Canaccord
(acting reasonably), and in relation to any of the events in (i) to
(iv), which would (either singularly or together with any other
such event, in the sole judgement of Canaccord, be likely to
prejudice the success of the Placing, dealings in the Ordinary
Shares in the secondary market or which makes it, in the sole
judgement of Canaccord, impractical to proceed with the Placing
and/or Admission and/or to market the Ordinary Shares on the terms
and in the manner set out in the Placing Documents .
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by Canaccord of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Canaccord and that Canaccord need not make
any reference to Placees in this regard and that neither Canaccord
nor any of its Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or 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 this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information"). Each
Placee, by accepting a participation 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 other information (other than the Exchange Information
and/or Publicly Available Information), representation, warranty or
statement made by or on behalf of the Company or Canaccord or any
other person and neither Canaccord, 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 and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by Canaccord, the Company or their respective officers,
directors, employees or agents. 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. Neither the Company nor Canaccord are
making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Share Arrangements
The Company has undertaken to Canaccord that, between the date
of the Placing Agreement and 12 months after the date of Admission,
it will not, without the prior written consent of Canaccord (such
consent not to be unreasonably withhold or delayed), directly or
indirectly, offer, issue, lend, sell or contract to sell, issue
options in respect of or otherwise dispose of or announce an offer
or issue of any Ordinary Shares (or any interest therein or in
respect thereof) or any other securities exchangeable for or
convertible into, or substantially similar to, Ordinary Shares or
enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or
contractually obliged to do so (save for the allotment and issue of
Ordinary Shares pursuant to the Placing and Acquisition, the grant
and exercise of options or the issue of Ordinary Shares pursuant to
the exercise of options or warrants, in each case pursuant to the
Share Plans (as defined in the Placing Agreement).
By participating in the Placing, Placees agree that the exercise
by Canaccord or any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to
the lock-up provisions under the Placing Agreement shall be within
the discretion of Canaccord and that it need not make any reference
to, or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. 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 Canaccord in accordance with the standing
CREST settlement instructions which they have in place with
Canaccord.
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") provided that, subject
to certain exceptions, Canaccord reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement of the Placing Shares will be on
6 October 2020 unless otherwise notified by Canaccord and Admission
is expected to occur by 6 October 2020 or such later time as may be
agreed between the Company and Canaccord, not being later than the
Long Stop Date.
Subject to the conditions set out above, payment in respect of
the Placees' allocation is due as set out below. Each Placee should
provide its settlement details in order to enable instructions to
be successfully matched in CREST. The relevant settlement details
for the Placing Shares are as follows:
CREST Participant ID of Canaccord Genuity: 805
Expected Trade Date: 1 October 2020
Expected Settlement Date: 6 October 2020
ISIN code for the Placing Shares: GB00BMJJFZ18
SEDOL code for the Placing Shares BMJJFZ1
Deadline for Placee to input instruction into CREST 5 October
2020
Each Placee is deemed to agree that, if it does not comply with
these obligations, Canaccord may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Canaccord account and benefit (as agent for
the Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Canaccord on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
Canaccord such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which
Canaccord lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any 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 UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither Canaccord nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to Canaccord (for itself and on
behalf of the Company):
24. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements, undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
25. that the shares in the capital of the Company are admitted
to trading on AIM, and the Company is therefore required to publish
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;
26. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
27. that the exercise by Canaccord of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of Canaccord and Canaccord need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against Canaccord or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
28. that these terms and conditions represent the whole and only
agreement between it, Canaccord and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares. Each
Placee agrees that neither the Company, Canaccord nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
29. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(2) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of Canaccord 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 Regulation as
having been made to such persons;
30. that neither it nor, as the case may be, its clients expect
Canaccord to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that Canaccord is not acting for it or its clients, and that
Canaccord will not be responsible for providing the protections
afforded to customers of Canaccord or for providing advice in
respect of the transactions described herein;
31. that 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 Canaccord or 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 Canaccord, the Company or 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;
32. that 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 this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
33. that neither Canaccord or 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 this Announcement or the
Publicly Available Information;
34. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
35. that, unless specifically agreed with Canaccord, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
36. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of Ireland, the Republic of South Africa
or Japan or a corporation, partnership or other entity organised
under the laws of Canada, Australia, New Zealand, the Republic of
Ireland, the Republic of South Africa or Japan and that it will not
offer, sell, renounce, transfer or deliver, directly or indirectly,
any of the Placing Shares in Canada, Australia, New Zealand, the
Republic of Ireland, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, New
Zealand, the Republic of Ireland, the Republic of South Africa or
Japan and each Placee acknowledges that the relevant exemptions are
not being obtained from the Securities Commission of any province
of Canada, that no document has been or will be lodged with, filed
with or registered by the Australian Securities and Investments
Commission or Japanese Ministry of Finance and that the Placing
Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into
Canada, Australia, New Zealand, the Republic of Ireland, the
Republic South Africa or Japan;
37. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
38. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
39. 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 Canaccord may in its discretion determine
and without liability to such Placee;
40. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
Canaccord or any of their respective directors, officers, employees
or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its
acceptance;
41. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
42. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Canaccord;
43. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
44. that, unless otherwise agreed by Canaccord, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
45. that, unless otherwise agreed by Canaccord, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
46. 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;
47. that any money held in an account with Canaccord (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from Canaccord (or its nominee) money in accordance with
such client money rules and will be used by Canaccord in the course
of its own business and each Placee will rank only as a general
creditor of Canaccord;
48. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
49. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
50. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
51. that it appoints irrevocably any director of Canaccord as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
52. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company, save as
previously disclosed to Canaccord;
53. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither
Canaccord nor the Company has considered its particular objectives,
financial situation and needs;
54. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
55. that it will indemnify and hold the Company and Canaccord
and its 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 this Appendix and further agrees that the Company
and Canaccord will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify Canaccord and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to Canaccord for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
56. that time shall be of the essence as regards its obligations
pursuant to this Appendix;
57. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or Canaccord to provide any legal, financial, tax or other
advice to it;
58. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Canaccord shall
notify it of such amendments;
59. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to Canaccord such evidence, if any, as
to the identity or location or legal status of any person which
Canaccord may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
Canaccord on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Canaccord may decide in
its
absolute discretion;
60. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
61. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
62. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 Canaccord in any
jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
63. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to Canaccord;
64. that Canaccord owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
65. that Canaccord 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;
66. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
67. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, Canaccord and their respective Affiliates will rely
upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Canaccord for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
Canaccord.
The agreement to settle a Placee's subscription and/or purchase
(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 a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for 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 relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or Canaccord will be responsible, and the
Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Canaccord in the event that any of the
Company and/or Canaccord have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Canaccord
accordingly.
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
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
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
Canaccord or by any of their respective 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 therefore is expressly disclaimed.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or Canaccord, may hold personal data (as defined in the
GDPR) relating to past and present shareholders. Personal data may
be retained on record for a period exceeding six years after it is
no longer used. The Company and/or Canaccord will only process such
information for the purposes set out below (collectively, the
"Purposes"), being to: (a) process its personal data to the extent
and in such manner as is necessary for the performance of their
obligations under the contractual arrangements between them,
including as required by or in connection with its holding of
Ordinary Shares, including processing personal data in connection
with credit and money laundering checks on it; (b) communicate with
it as necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares; (c) provide
personal data to such third parties as the Company and/or Canaccord
may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the GDPR
may require, including to third parties outside the EEA; and (d)
without limitation, provide such personal data to their respective
affiliates for processing, notwithstanding that any such party may
be outside the EEA; and (e) process its personal data for the
Company's and/or Canaccord's internal administration.
By becoming registered as a holder of Placing Shares, each
Placee acknowledges and agrees that the processing by the Company
and/or Canaccord of any personal data relating to it in the manner
described above is undertaken for the purposes of: (a) performance
of the contractual arrangements between them; and (b) to comply
with applicable legal obligations. In providing the Company and/or
Canaccord with information, it hereby represents and warrants to
each of them that it has notified any data subject of the
processing of their personal data (including the details set out
above) by the Company and/or Canaccord and their respective
affiliates and group companies, in relation to the holding of, and
using, their personal data for the Purposes. Any individual whose
personal information is held or processed by a data controller: (a)
has the right to ask for a copy of their personal information held;
(b) to ask for any inaccuracies to be corrected or for their
personal information to be erased; (c) object to the ways in which
their information is used, and ask for their information to stop
being used or otherwise restricted; and (d) ask for their personal
information to be sent to them or to a third party (as permitted by
law). A data subject seeking to enforce these rights should contact
the relevant data controller. Individuals also have the right to
complain to the UK Information Commissioner's Office about how
their personal information has been handled.
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCLMMBTMTAJTLM
(END) Dow Jones Newswires
October 01, 2020 02:00 ET (06:00 GMT)
Attraqt (LSE:ATQT)
Historical Stock Chart
From Apr 2024 to May 2024
Attraqt (LSE:ATQT)
Historical Stock Chart
From May 2023 to May 2024