TIDMAURR
RNS Number : 4616T
Aurrigo International PLC
15 November 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF
MAR AS INCORPORATED INTO UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN
OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
15 November 2023
Aurrigo International plc
("Aurrigo" or the "Company")
Proposed Placing to raise a minimum of GBP3.5 million
Aurrigo International plc (AIM: AURR), a leading international
provider of transport technology solutions, announces its intention
to carry out a non-pre-emptive fundraise by way of a placing (the
"Placing") of a minimum of 3.5 million new ordinary shares of
GBP0.002 each ("Ordinary Shares") in the Company (the "Placing
Shares") to raise gross proceeds for the Company of a minimum of
GBP3.5 million at a price of 100 pence per Placing Share (the
"Issue Price").
The Placing is being conducted via an accelerated bookbuild
process (the "Bookbuild") to be undertaken by Singer Capital
Markets Securities Limited ("Singer"). The Bookbuild will be
launched immediately following the release of this Announcement.
The Placing is subject to the terms and conditions set out in
appendix 1 (the "Appendix 1") to this announcement (the
"Announcement").
In addition to the Placing, the Company intends to raise further
proceeds by way of a separate retail offer to existing shareholders
of the Company of new Ordinary Shares (the "Retail Shares") at the
Issue Price via the BookBuild Platform (the "Retail Offer",
together with the Placing, the "Fundraise"), in order to provide
the Company's eligible retail investors in the United Kingdom with
an opportunity to participate in Aurrigo's fundraising plans. A
separate announcement will be made regarding the Retail Offer and
its terms. The Placing is not conditional upon the Retail Offer.
For the avoidance of doubt, the Retail Offer is conditional on but
not part of the Placing.
The Company intends to issue approximately 3.5 million Placing
Shares, raising gross proceeds of approximately GBP3.5 million at
the Issue Price, to certain placees in the Placing relying upon the
existing authorities to allot equity securities granted at the
Company's annual general meeting in June 2023. The Placing Shares
are expected to be admitted to trading on AIM on or around 20
November 2023. The Company also intends to raise additional
proceeds by way of the Retail Offer. The issue of the Retail Shares
will be at the Issue Price and will also rely upon the existing
authorities to allot equity securities granted at the Company's
annual general meeting in June 2023. The Retail Offer will be open
for the period of time as will be set out in the Retail Offer
Announcement and, consequently, the Retail Shares are expected to
be admitted to trading on AIM on or around 1 December 2023.
The maximum number of Placing Shares and Retail Shares which can
be issued in aggregate by the Company pursuant to the Fundraising
shall not exceed 4,166,667.
The Issue Price represents a discount of approximately 32 per
cent. to the closing price on 14 November 2023 (being the last
practicable date prior to the Announcement) .
Capitalised terms used but not otherwise defined in this
Announcement shall have the meanings ascribed to such terms in
Appendix 2 of this Announcement unless the context requires
otherwise. Particulars of and the terms and conditions oof the
Placing are set out in Appendix 1.
Background, to and reasons for, the Fundraise
Since its IPO in September 2022, the Company has made
significant progress in engaging with both new and existing
customers and partners, within the Autonomous Technology and
Aviation Technology divisions. The Company has operated live
demonstrations whilst at the same time developing the new
Auto-DollyTug mk3. In addition, recent announcements are leading to
increasing numbers of enquiries for Aurrigo's automated aviation
technology, with good levels of industry and new customer
engagement. As a result, the Company is confident of securing new
aviation customers in both Europe and North America in the coming
months.
Technological developments continue to advance interest in
Aurrigo's Autonomous and Aviation product and services, with both
global airport groups and passenger and cargo airlines expressing
interest in automation. The long-term structural growth drivers
which are encouraging the adoption of automation are also being
fueled by the return to normal levels of demand of air traffic and
passenger numbers following the global pandemic .
Good progress is being made to the ongoing development and
testing of Aurrigo's autonomous vehicles at Changi Airport Group in
Singapore ("CAG"), and the Board expects that the current Phase 2a
trials will be completed in Q4 2023, having delivered the first
Auto-DollyTug mk3 in November 2023. The Board expects this should
then be followed by a contract for Phase 2b covering the full year
of 2024, which is expected to include an order for additional
Auto-DollyTug mk3 vehicles. The Board also anticipates that live
flight operational trials with a small number of vehicles could
commence during Q1 2024.
The Company also recently announced a formal partnership
agreement with International Airlines Group, S.A. (" IAG "). This
will involve the deployment and demonstration of Aurrigo's
autonomous aviation solutions within the UK and is expected to
follow a similar phasing to CAG but with an expected one-year
evaluation. This will include an evaluation and simulation phase
which will commence in November 2023 and then run for four months,
followed by a demonstration phase and an initial deployment. It is
the Board's expectation that this will then lead to the likely
deployment of a small fleet during H1 2025. This will involve the
Auto-DollyTug mk3 baggage vehicle and Aurrigo's Auto-Sim aviation
operations simulation software.
In September 2023, the Company announced a collaboration with
UPS to develop and test Aurrigo's Auto-Cargo over a 14-month period
from September 2023 at East Midlands Airport, the UK's
second-largest cargo terminal. If successful, it will then move to
real-world driverless cargo movement operations with in-service
aircraft.
The Company has been providing Auto-Sim services and this has
identified a need to plan and simulate the electrification
requirements for airports. The focus is now on generating revenue
potential through Auto-Sim electrification and Auto-Sim sales which
were expected in 2023 but are now planned into 2024 as the Company
believes that electrification projects have a better business case
and airport benefit at this time. Accordingly, the Company has
identified the potential to secure contracts during 2024 with
airport operators and associated parties.
Separately, the Automotive Technology division has been
performing in line with management expectations, with good progress
made with both new and existing customers.
The Company has identified the following 2024 requirements and
therefore wishes to raise additional funds in to order to:
-- progress the new partnerships with CAG, IAG and UPS;
-- service anticipated growth in new & existing customer and product demand;
-- continue the Company's product and technology development roadmap;
-- capitalise on the opportunities in its markets and accelerate its future growth; and
-- provide ongoing working capital funding.
More specifically, the net proceeds received by the Company from
the Placing will principally be used for:
-- Customer rollout investments GBP 1.5 million
-- Additional staff GBP 0.4 million
-- Working capital GBP 0.8 million
-- IT Systems GBP0.3 million
Additional proceeds received via the Retail Offer will be used
to augment working capital.
The Company anticipates that, as a result of this funding, it
will meet the new and existing opportunities already identified
through 2024.
Board Changes
The Company also announces that Lewis Girdwood will become
Director of the Aviation Technology division following completion
of the Fundraise. Lewis will remain on the Board as an Executive
Director, rather than as a Non-Executive Director and will
relinquish his role as Chair of the Audit Committee.
Most recently, Lewis served as CFO at Esken Limited and prior to
that held senior management positions at IAG Cargo Limited and
easyJet. As such, t he Board regards Lewis as ideally equipped to
lead the Aviation Technology division as the Company looks to
capitalise on the excellent recent progress and to deliver valuable
growth for shareholders.
The Company will shortly commence a search for a new Independent
Non-Executive Director and Chair of the Audit Committee, with the
intention of making an appointment ahead of the announcement of
full year 2023 results.
Related Party Transaction
Certain Directors, being Penny Coates, Andrew Cornish, Lewis
Girdwood and Ian Grubb, and certain Substantial Shareholders (as
defined in the AIM Rules for Companies) in the Company have
indicated their intention to participate in the Placing and such
participation would constitute related party transactions under
Rule 13 of the AIM Rules. Further details of any participation will
be set out in the Result of Placing Announcement.
Details of the Placing
In connection with the Placing, the Company has today entered
into a placing agreement with Singers (the "Placing Agreement")
pursuant to which Singer (acting as agent for and on behalf of the
Company in respect of the Placing) has agreed, in accordance with
its terms, to use reasonable endeavours to procure subscribers for
the Placing Shares at the Issue Price. The Placing is not
underwritten.
Participation in the Placing is subject to the terms and
conditions set out in Appendix 1 (which forms part of this
Announcement).
Singer will today commence an accelerated bookbuilding process
in respect of the Placing. The final number of Placing Shares to be
placed at the Issue Price will be determined at the close of the
Bookbuild.
The book will open with immediate effect following this
Announcement. The timing of the closing of the Bookbuild and
allocations thereunder are at the absolute discretion of Singer,
having consulted with the Company. Confirmation in respect of the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild.
The Placing Agreement contains certain customary warranties
given by the Company concerning the accuracy of information given
in this Announcement in respect of the Placing as well as other
matters relating to the Company and its subsidiaries ("Group") and
the Group's business. The Placing Agreement is terminable by Singer
in certain customary circumstances up until Admission of the Retail
Shares (but if after First Admission, only in respect of the Retail
Shares), including, inter alia, should there be a breach of a
warranty contained in the Placing Agreement or should a force
majeure event take place or a material adverse change to the
business of the Company or the Group occur. The Company has also
agreed to indemnify Singer against all losses, costs, charges and
expenses which Singer may suffer or incur as a result of,
occasioned by or attributable to the carrying out of its
obligations under the Placing Agreement.
First Admission is conditional, inter alia , upon the Placing
Agreement not having been terminated and becoming unconditional in
respect of the Placing Shares. Second Admission is conditional
inter alia on First Admission having taken place, the Placing
Agreement not having been terminated and becoming unconditional in
respect of the Retail Shares.
The Placing Shares and Retail Shares, when issued, will be
credited as fully paid up in cash and free from all encumbrances,
and will rank pari passu in all respects with the Existing Ordinary
Shares in issue, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue.
Appendix 1 sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Admission, Settlement and Dealings
Applications will be made for the Placing Shares and the Retail
Shares to be admitted to trading on the AIM market ("AIM") of
London Stock Exchange plc (the "London Stock Exchange").
Settlement of the Placing Shares and First Admission are
expected to take place on or before 8.00 a.m. on 20 November
2023.
Settlement of the Retail Shares and Second Admission are
expected to take place on or before 8.00 a.m. on 1 December
2023.
Expected Timetable for the Fundraise
2023
Close of Placing and Result of Placing by 4.30 p.m. 15 November
announced
Announcement of Retail Offer 16 November
Launch of Retail Offer via BookBuild platform 16 November
First Admission 20 November
Close of Retail Offer via BookBuild platform 28 November
Result of Retail Offer announced 29 November
Second Admission 1 December
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified to Shareholders
by an announcement through a Regulatory Information Service.
Dealing Codes
Ticker AURR
ISIN for the Ordinary Shares GB00BNG73286
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SEDOL for the Ordinary Shares BNG7328
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This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in Appendix 1 to
this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including Appendix 1), and to be making such offer on the
terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in Appendix 1.
The person responsible for releasing this Announcement on behalf
of the Company is Ian Grubb, CFO, and Director of the Company.
For further enquiries:
Aurrigo International plc aurrigo@instinctif.com
David Keene, Chief Executive Officer
Graham Keene, Director of Corporate Development
Ian Grubb, Chief Financial Officer
Singer Capital Markets (Nominated Adviser
and Sole Broker)
Phil Davies, Rick Thompson, Angus Campbell,
Jalini Kalaravy +44 (0)20 7496 3000
Instinctif Partners (Financial Communications) +44 (0)20 7457 2020
Rozi Morris, Isadora Pegler aurrigo@instinctif.com
About Aurrigo
Aurrigo is a leading international provider of transport
technology solutions. Headquartered in Coventry, UK, it designs,
engineers, manufactures and supplies autonomous vehicles and OEM
products to the automotive and transport industries, particularly
focusing on aviation. It is highly regarded as a specialist in
autonomous and semi-autonomous technology solutions for the
aviation, ground handling and cargo industries. Aurrigo has
developed six types of autonomous vehicle to date, which can be
utilised to reduce costs, resolve operational issues and tackle
labour shortages, whilst also improving sustainability.
Aurrigo has three divisions, Automotive Technology, Autonomous
Technology and Aviation Technology.
Important Notices
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT IN THIS APPIX 1 (TOGETHER, THIS
"ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES AND ARE DIRECTED ONLY
AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2I OF REGULATION (EU) 2017/1129, AS
AMED (T"E "PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLI(e) OF
REGULATION (EU) 2017/1129, AS AMED, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018"(THE""EUWA")"(THE "UK PROSPECTUS REGU"ATION") WHO ARE ALSO:
(A) PERSONS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED"(THE "ORDER"); OR (B)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED "O AS "RELEVANT PERSONS"), IN EACH
CASE WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY
SINGER.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN AURRIGO INTERNATIONAL PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED"(THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE
UNITED STAT"S IN "OFFSHORE TRANSA"TIONS" WITHIN THE MEANING OF, AND
IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPICIES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG
KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Singer
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Singer to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia"(the "United States" or the "US")), Canada,
Australia, New Zealand, the Republic of South Africa, the Republic
of Ireland, Singapore, Hong Kong or Japan or any other jurisdiction
in which the same would be unlawful. No public offering of the
Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the EEA and the United
Kingdom will be made pursuant to an exemption under the Prospectus
Regulation and the UK Prospectus Regulation (respectively) from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) ""FSMA") does not require the approval of the
Announcement authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, the Republic of South
Africa, the Republic of Ireland, Singapore, Hong Kong or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada,
Australia, New Zealand, the Republic of South Africa, the Republic
of Ireland, Singapore, Hong Kong or Japan or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement
(including the Appendices) in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1.
Singer Capital Markets Securities Limited ("Singer"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company and no-one else in connection with
the Fundraise and the transactions and arrangements described in
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the Fundraise or the transactions and arrangements described in
this Announcement. Singer is not responsible to anyone other than
the Company for providing the protections afforded to clients of
Singer or for providing advice in connection with the contents of
this Announcement, the Fundraise or the transactions and
arrangements described in this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules and no-one else in connection with the Fundraise and the
transactions and arrangements described in this Announcement and
will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Fundraise or the transactions and arrangements described in this
Announcement. SCM Advisory is not responsible to anyone other than
the Company for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the
contents of this Announcement, the Fundraise or the transactions
and arrangements described in this Announcement. SCM Advisory's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Singer or by any of its affiliates 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.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the " UK Product Governance Rules "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) 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 clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of UK law by virtue of the EUWA, (b) investors who
meet the criteria of professional clients as defined in Regulation
(EU) No 600/2014 as it forms part of UK law by virtue of the EUWA
and (c) eligible counterparties, each as defined in chapter 3 of
the FCA Handbook Conduct of Business Sourcebook (" COBS "); and
(ii) eligible for distribution through all distribution channels as
are permitted by Directive 2014/65/EU (the " UK Target Market
Assessment "). Notwithstanding the UK 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 UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Singer will only
procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" MiFID II "); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the " MiFID II Product Governance Requirements "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of retail
clients and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the " EU Target Market Assessment ").
Notwithstanding the EU 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 EU Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
EU Target Market Assessment, Singer will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU 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.
Basis on which information is presented
In this Announcement, references to "GBP", "pence" and "p" are
to the lawful currency of the United Kingdom. All times referred to
in this Announcement are, unless otherwise stated, references to
London time.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX 1 AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT")
(WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A)
PERSONS IN THE UNITED KINGDOM OR IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN
RELATION TO THE UNITED KINGDOM, AS RETAINED AS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR
A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN
THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, AND
IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE
IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS").
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING
WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa, the
Republic of
Ireland, Singapore, Hong Kong or Japan. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, the Republic of South
Africa, the Republic of Ireland, Singapore, Hong Kong or Japan or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix 1.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom or a
member state of the EEA which has implemented the Prospectus
Regulation (each, a "Relevant Member State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of Singer has been given
to the offer or resale; and
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom or any Relevant Member State other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Regulation as having been made
to such persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix 1;
and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in, and in accordance with, Regulation S under the US
Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement and the announcement confirming the close of
the Placing and giving details of the results of the Placing (the
"Result of Placing Announcement") (together, the "Placing
Documents") and any information publicly announced through a
regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by Singer to confirm
their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
either of Singer or the Company or any other person and none of
Singer, the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any
responsibility or liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own legal adviser, tax
advisor and business advisor for legal, tax and business advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer is acting as sole bookrunner in connection with the
Placing and has entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in
the Placing Agreement, Singer, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
placees for the Placing Shares. The Placing is not being
underwritten by Singer or any other person nor is any part of the
Placing subject to clawback from the Retail Offer .
The price per Ordinary Share at which the Placing Shares are to
be placed (the " Issue Price") is --100 pence per Placing Share.
The timing of the closing of the book, pricing and allocations are
at the discretion of the Company and Singer. Details of the total
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild via the Result of Placing
Announcement,
The maximum number of Placing Shares and Retail Shares in
aggregate cannot exceed 4,166,667. The Board is able to rely on
existing shareholder authorities granted to it at the Company's
Annual general meeting on 14 June 2023 in order to allot and issue
the Placing Shares. The Placing Shares have been or will be duly
authorised and will, when issued, be credited as fully paid up and
will be issued subject to the Company's articles of association and
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Application for admission to trading
Applications will be made to the London Stock Exchange plc (the
"London Stock Exchange") (the "Applications") for admission to
trading of the Placing Shares on AIM.
It is expected that Admission in respect of the Placing Shares
will occur at or before 8.00 a.m. BST on 20 November 2023 (or such
later time or date as Singer may agree with the Company, being no
later than 8.00 a.m. BST on 15 December 2023) and that dealings in
the Placing Shares will commence at that time.
Bookbuild
Singer will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees
(the "Bookbuild"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Singer and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Singer is arranging the Placing as sole bookrunner and placing agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Singer. Singer may itself agree to be a Placee in respect of all or
some of the Placing Shares or may nominate any member of its group
to do so.
3. The Bookbuild, if successful, will establish the aggregate
amount payable to Singer, as settlement agent for the Company, by
all Placees whose bids are successful. The number of Placing Shares
will be agreed by Singer (in consultation with the Company)
following completion of the Bookbuild. The number of Placing Shares
to be issued (in aggregate) will be announced on an RIS following
the completion of the Bookbuild via the Result of Placing
Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Singer. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Issue Price. Bids may be scaled down by Singer on the basis
referred to in paragraph 5 below. Singer reserves the right not to
accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at Singer's absolute discretion,
subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(BST) on 15 November 2023 but may be closed earlier or later at the
discretion of Singer. Singer may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of Singer) to reduce
the number of shares to be issued pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares will be determined by
Singer after consultation with the Company (the proposed
allocations having been supplied by Singer to the Company in
advance of such consultation). Allocations will be confirmed orally
by Singer and a Form of Confirmation will be despatched as soon as
possible thereafter. Singer's oral confirmation to such Placee
constitutes an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of
Singer and the Company, to acquire the number of Placing Shares
allocated to it and to pay the Issue Price in respect of such
shares on the terms and conditions set out in this Appendix 1 and
in accordance with'the Company's articles of association. A bid in
the Bookbuild will be made on the terms and subject to the
conditions in this Announcement (including this Appendix 1) and
will be legally binding on the Placee on behalf of which it is made
and except with Singer's consent, such commitment will not be
capable of variation or revocation after the time at which it is
submitted.
7. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to such Placee. The terms of this
Appendix 1 will be deemed incorporated in that Form of
Confirmation.
8. Settlement for all Placing Shares to be subscribed for
pursuant to the Placing will be required to be made on the basis
explained below under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. 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.
11. To the fullest extent permissible by law, neither Singer,
nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Singer,
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Singer's conduct of the
Placing.
12. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and'each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Singer's conduct of the
Placing.
13. All times and dates in this Announcement may be subject to
amendment. Singer shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated prior to First
Admission in accordance with its terms.
Singer's obligations under the Placing Agreement in respect of,
amongst other things, the Placing are conditional on inter
alia:
1. the Placing Shares having been allotted, conditional only First Admission ;
2. First Admission occurring on or around 8.00 a.m. BST on 20
November 2023 (or such later time or date as Singer may otherwise
agree with the Company, being no later than 8.00 a.m. BST on 15
December 2023 ) (the "Long Stop Date");
3. the Result of Placing Announcement having been released to an
RIS by no later than 4.30 p.m. BST on the date of the Placing
Agreement (or such later time or date as Singer may otherwise agree
with the Company);
4. the delivery by the Company to Singer of a certificate
providing certain confirmations relating, inter alia, to First
Admission signed by a Director for and on behalf of the Company not
later than 5.00 p.m. BST on the Business Day immediately prior to
the date on which First Admission is expected to occur (and dated
as of such date);
5. the Company having complied in all material respects with its
obligations which fall to be performed on or prior to First
Admission under the Placing Agreement; and
6. none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate or misleading when
made and none of the warranties ceasing to be true and accurate or
becoming misleading at any time prior to First Admission by
reference to the facts and circumstances then subsisting.
(together the "Conditions" and each a "Condition")
Singer may, at its sole discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
any such Conditions in respect of all or any part of the
performance thereof. The conditions in the Placing Agreement
relating to Admission taking place prior to the Long Stop Date may
not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Singer by the relevant time or date specified
(or such later time or date as Singer may agree with the Company,
being no later than 8.00 a.m. on the Long Stop Date); or (ii) the
Placing Agreement is terminated in the circumstances specified
below under "Right to terminate under the Placing Agreement", the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
For the avoidance of doubt, termination prior to First Admission
shall result in the Placing and the Retail Offer not
proceeding.
Neither Singer nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition
or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Singer.
Right to terminate under the Placing Agreement
Singer is entitled, at any time before First Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. where any of the warranties contained in the Placing
Agreement is, or would be if repeated at any time up to First
Admission (by reference to the facts and circumstances then
existing), untrue or inaccurate in any respect or misleading and
which in the opinion of Singer acting in good faith makes it
impractical or inadvisable to proceed with the Placing ;
2. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by Singer;
3. there has been a development or event resulting in a Material
Adverse Effect which could in the good faith opinion of Singer,
materially and adversely affect the Placing or dealings in the
Ordinary Shares whether or not foreseeable at the date of the
Placing Agreement; or
4. if the Company is in breach of the Placing Agreement, in any
respect which Singer believes is material in the context of the
Placing and/or Admission, with any of its obligations under the
Placing Agreement (to the extent such obligations fall to be
performed prior to First Admission); or
5. the occurrence of a material adverse change or certain force majeure events.
Upon termination prior to First Admission, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Singer of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of Singer and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by Singer of the allocation and
commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Singer that, between the date of
the Placing Agreement and for nine months after Second Admission
(the "Restricted Period"), it will not, without the prior written
consent of Singer, directly or indirectly offer, issue, sell or
contract to sell, issue options in respect of or otherwise dispose
of or announce an offering 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) provided that the
foregoing restrictions shall not restrict the ability of the
Company or any other member of the Group during the Restricted
Period to grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non-executive share or
option schemes or long term incentive plans of the Company (in
accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise
by Singer of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing
Agreement shall be within the absolute discretion of Singer and
that they need not make any reference to, or consult with, Placees
and that they 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 (ISIN:
GB00BNG73286) following Admission will take place within the system
administered by Euroclear ("CREST"), subject to certain exceptions.
Singer reserves the right to require settlement for, and delivery
of, the Placing Shares (or any part thereof) to Placees by such
other means that they may deem necessary if delivery or settlement
is not possible or practicable within the CREST system or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
It is expected that settlement in respect of the Placing Shares
will take place on or around 20 November 2023 on a delivery versus
payment basis.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a Form of
Confirmation stating the number of Placing Shares allocated to them
at the Issue Price, the aggregate amount owed by such Placee to
Singer and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with Singer.
The Company will deliver the Placing Shares to a CREST account
operated by Singer as agent for the Company and Singer will enter
its delivery instruction into the CREST system. The input to CREST
by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
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 the prevailing
Sterling Overnight Index Average (SONIA) as determined by
Singer.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Singer may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Singer'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 will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued in a Placee's name or that of its nominee or in the name of
any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither Singer nor the
Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of Singer (in its capacity as bookrunner and placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of their application for Placing
Shares, the following:
1. it has read and understood this Announcement in its entirety
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of association of the Company;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Singer nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and Singer on an after-tax basis in
respect of any Indemnified Taxes;
5. neither Singer nor any of their affiliates agents, directors,
officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person in connection with the Placing;
6. time is of the essence as regards its obligations under this Announcement;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Singer;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
9. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
10. in connection with the Placing, Singer and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Singer or any of its
affiliates acting in such capacity;
11. Singer and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
Singer and any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares;
12. Singer does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11
above otherwise than in accordance with any legal or regulatory
obligation to do so;
13. Singer does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of Singer in connection with its
participation in the Placing and that Singer has no duties or
responsibilities to it for providing the protections afforded to
its respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its
respective rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Singer nor any of their
affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information,
representation or statement contained in, or omission from, this
Announcement, the Publicly Available Information or otherwise nor
will they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Singer or the Company nor any of their respective
affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation
delivered in respect of the Bookbuild) with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of any information contained in the Placing Documents, or
the Publicly Available Information or otherwise;
18. neither Singer nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of Singer, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
19. neither Singer nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation
that Singer or any of their affiliates or any person acting on any
of their behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Singer for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or Singer for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in Singer, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of
Singer as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Announcement;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Singer or any person acting on
behalf of the Company or Singer that would, or is intended to,
permit a public offer of the Placing Shares in the Restricted
Jurisdictions or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action
for that purpose is required;
29. no action has been or will be taken by any of the Company,
Singer or any person acting on behalf of the Company or Singer that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with Singer, it is not
and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, Canada, the Republic of
South Africa, the Republic of Ireland, Singapore, Hong Kong or
Japan;
31. it may be asked to disclose in writing or orally to Singer:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor Singer make any
representation or warranty with respect to the same. Accordingly,
neither the Company nor Singer can provide any advice to United
States investors as to whether the Company is or is not a PFIC for
the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Singer undertake to provide to
United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information
returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Singer in writing, it is a Qualified
Investor;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
41. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, 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 the United
Kingdom or a member state of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of Singer has been given
to each proposed offer or resale;
42. if in the United Kingdom, that it is a Qualified Investor
(i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order; or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
44. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Singer in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
45. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR in respect of anything done in, from or otherwise involving,
the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
48. in order to ensure compliance with the Regulations, Singer
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Singer or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Singer's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at
Singer's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify Singer (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, Singer and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
49. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Singer may in its sole discretion determine
and without liability to such Placee, who will remain liable for
any amount by which the net proceeds of such sale falls short of
the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
51. any money held in an account with Singer on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules: as a consequence this money will not be
segregated from Singer 's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
52. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Singer or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
53. neither Singer 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;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
55. it undertakes to Singer at the time of making its commitment
to acquire Placing Shares that it will confirm in writing to Singer
in the form of confirmation sent by Singer to Placees the number of
Placing Shares it intends to acquire and in respect of which VCT or
EIS Relief will be sought and those Placing Shares in respect of
which such relief will not be sought;
56. the Retail Offer is not part of the Placing;
57. the rights and remedies of the Company and Singer under the
terms and conditions in this Announcement are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others; and
58. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or Singer in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company and Singer and are irrevocable. Singer, the
Company and their respective affiliates and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and
Singer to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Singer and their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Announcement or incurred by Singer, the
Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Announcement shall survive after
completion of the Placing.
Where the Placees are acting in its capacity as a discretionary
investment manager on behalf of its underlying clients, then it is
the discretionary investment manager that is to be regarded as the
Placee for the purpose of this Announcement and not the underlying
client. For the avoidance of doubt, the representations and
warranties given are to be taken as made on behalf of the Placee
itself and not their underlying client.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the Singer
will be responsible and the Placees shall indemnify the Company and
Singer on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or Singer in respect of any such arrangements or dealings.
If this is the case, each Placee should seek its own advice and
notify Singer accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription
for Placing Shares.
The Company and Singer are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of the United Kingdom or any country in the EEA. Each
prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify Singer and the
Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Singer and/or the Company
and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes in any jurisdiction to
the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
Enterprise Investment Scheme (EIS) and Venture Capital Trusts
(VCT)
The Company has applied for, and has received, advance assurance
from HMRC to the effect that, subject to receipt of a satisfactory
compliance statement from the Company, certain of the Placing
Shares are capable of satisfying the requirements for EIS Relief.
The Company also expects certain of the Shares to be capable of
constituting a qualifying holding for VCT purposes.
The status of such Shares as a qualifying holding for VCT
purposes will be conditional (amongst other things) on the
qualifying conditions being satisfied throughout the period of
ownership. The status of such Shares as qualifying for EIS Relief
will be conditional (amongst other things) on the qualifying
conditions being satisfied, both by the Company and (as regards
those conditions to be met by the investor) the investor throughout
a period of at least three years from the date of issue.
There can be no assurance that the Company will conduct its
activities in a way that will secure or retain qualifying status
for VCT and/or EIS purposes (and indeed circumstances may arise
where the Directors of the Company believe that the interests of
the Group are not served by seeking to retain such status).
Further, the conditions for VCT and EIS Relief are complex and
relevant investors are recommended to seek their own professional
advice before investing. This paragraph is without prejudice to any
separate comfort letters which may have been given by the Company
to certain EIS and/or VCT investors in connection with the
Placing.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange plc.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
APPIX 2
DEFINITIONS
The following definitions apply in the Appendices, and as the
context shall admit, in the Announcement:
Admission together, First Admission
and Second Admission
AIM AIM, a market operated by
the London Stock Exchange
AIM Rules the AIM Rules for Companies
published by the London Stock
Exchange
Announcement this Announcement, including
the Appendices and the terms
and conditions set out herein
Board the board of directors of
the Company
Bookbuild the bookbuilding process to
be conducted by Singer to
arrange participation by Placees
in the Placing
BST British Summer Time
Business Day a day (other than a Saturday
or Sunday) on which commercial
banks are open for general
business in London, England
Company or Aurrigo Aurrigo International plc
CREST the relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations)
CREST Member a person who has been admitted
to Euroclear as a system-member
(as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities
Regulations 2001 (S.I. 2001
No 3755) (as amended)
Directors or Board the current directors of the
Company as at the date of
this Announcement
EEA the European Economic Area
EIS the enterprise investment
scheme, as particularised
in Part V of the EIS Legislation
EIS Legislation Part V of the Income Tax Act
2007 and any provisions of
UK or European law referred
to therein
EU the European Union
Euroclear Euroclear UK & International
Limited, the operator of CREST
Existing Ordinary Shares the 41,666,667 Ordinary Shares
of GBP0.002 each in issue
at the date of this document,
all of which are admitted
to trading on AIM and being
the entire issued ordinary
share capital of the Company
FCA the Financial Conduct Authority
First Admission admission of the Placing Shares
to trading on AIM becoming
effective in accordance with
the AIM Rules
Form of Confirmation the form of confirmation to
be despatched to the Placees
by Singer or the contract
note made between Singer and
the Placees, in each case
which incorporate by reference
the terms and conditions of
the Placing contained in this
Announcement
FSMA the Financial Services and
Markets Act 2000, as amended
Fundraise the Placing and the Retail
Offer
Group the Company and its subsidiary
undertakings (and "Group Company"
shall be construed accordingly)
ISIN International Securities Identification
Number
Issue Price 100 pence per Placing Share
London Stock Exchange London Stock Exchange plc
Long Stop Date means 8.00 a.m. on 15 December
2023
MAR Regulation (EU) 596/2014 of
the European Parliament and
of the Council of 16 April
2014 on market abuse as it
forms part of the law of England
and Wales by virtue of section
3 of the European Union (Withdrawal)
Act 2018 (as it may be modified
from time to time by or under
domestic law including, but
not limited to, by the Market
Abuse (Amendment) (EU Exit)
Regulations 2019/310)
Material Adverse Effect a material adverse effect,
or any development or matter
likely to have a material
adverse effect, in or affecting
the business, condition (financial,
trading, operational, legal
or otherwise), management,
properties, assets, rights,
results of operations, earnings
or assets of the Group, whether
or not arising in the ordinary
course of business and whether
or not foreseeable as at the
date of the Placing Agreement
Ordinary Shares ordinary shares of GBP0.002
each in the capital of the
Company
Placees persons who agree to subscribe
for Placing Shares at the
Issue Price
Placing the proposed issue and allotment
at the Issue Price of the
Placing Shares, in accordance
with the Placing Agreement
and as described in this Announcement
Placing Agreement the conditional placing agreement
dated 14 November 2023 between
the Company and Singer in
relation to the Fundraise
Placing Shares a minimum of 3.5million new
Ordinary Shares to be issued
by the Company at the Issue
Price as part of the Placing
(and, together with the Retail
Shares, shall amount to not
more than 4,166,667 new Ordinary
Shares in total in order to
rely upon the existing allotment
authority obtained by the
Directors at the Annual General
Meeting of the Company on
14 June 2023)
Retail Offer the offer of Retail Shares
to eligible retail shareholders
of the Company in the United
Kingdom through authorised
intermediaries on the Bookbuild
Platform
Retail Shares the new Ordinary Shares to
be issued by the Company as
part of the Retail Offer (and,
together with the Placing
Shares, shall amount to not
more than 4,166,667 new Ordinary
Shares in total in order to
rely upon the existing allotment
authority obtained by the
Directors at the Annual General
Meeting of the Company on
14 June 2023)
RIS shall have the same meaning
as in the AIM Rules
Second Admission admission of the Retail Shares
to trading on AIM becoming
effective in accordance with
the AIM Rules, which is expected
to occur at 8.00 a.m. on or
around 1 December 2023
Shareholders holders of Ordinary Shares
(and each a Shareholder) from
time to time
Singer Singer Capital Markets Securities
Limited
UK MAR the Market Abuse Regulation
(EU Regulation No. 596/2014
which forms part of domestic
law pursuant to the European
Union (Withdrawal) Act 2018)
VCT venture capital trusts, as
particularised in Part VI
of the VCT Legislation
VCT Legislation Part VI of the Income Tax
2007 and any provisions of
UK or European law referred
to therein
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END
MSCUSUAROKUAAUA
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