TIDMAVAP
RNS Number : 0090S
Avation PLC
11 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN AVATION PLC OR ANY OTHER ENTITY IN
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
11 March 2021
Avation plc
Proposed Placing and Subscription
Avation PLC (LSE: AVAP) (the "Company" or "Avation"), the
commercial passenger aircraft leasing company, announces its
intention to conduct a placing (the "Placing") and a subscription
(the "Subscription") of new ordinary shares of 1 pence each in the
capital of the Company (the "Ordinary Shares") (the "Placing
Shares") (the "Subscription Shares") to both existing and new
institutional and professional investors in the Company in order to
raise a minimum of GBP7 million at a price of 110 pence per share
(the "Issue Price"). Certain directors of the Company intend to
participate in the Placing and Subscription.
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and the Appendix
together being this "Announcement") through an accelerated
bookbuild process (the "Bookbuild") which will be launched
immediately following release of this Announcement. WH Ireland
Limited ("WH Ireland") and Canaccord Genuity Limited ("Canaccord
Genuity") are acting as joint bookrunners and joint brokers in
connection to the Placing (together, the "Joint Bookrunners" and
"Joint Brokers").
Interim Results
As announced on 26 February 2021, highlights for the Company's
unaudited interim financial results for the six months ended 31
December 2020 include:
Key Financial Results
-- Revenue and Other income decreased by 6% to $63.3 million;
-- Core Leasing business remained profitable;
-- Impairment of aircraft valuations of $46.7 million;
-- Expected credit loss on receivables and accrued revenue of $12.9 million;
-- Loss before tax of $60.5 million;
-- Loss per share of 97.9 cents; and
-- Net asset value per share of $2.38.
COVID-19 Strategy
-- Management focus on preservation of liquidity and cashflow;
-- Airline rent deferrals totalling $25.9 million;
-- Bank loan repayment deferrals totalling $31.0 million obtained from secured lenders;
-- Agreement with bondholders to extend maturity of Avation
Capital S.A. 6.5% senior notes to October 2026; and
-- Capital expenditure and dividends have been temporarily suspended.
Senior Notes Maturity Extension
As announced on 9 February 2021, the Company has reached an
agreement with a group of bondholders on the terms of a maturity
extension in relation to the Avation Capital S.A. 6.5% senior notes
due May 2021 issued under Avation's global medium term note
programme (the "Notes").
In the Company's opinion, this agreement constitutes an
important capital structure stabilisation measure. The Directors
believe that the extension will assist the Company to continue
successfully navigating the COVID-19 pandemic, while providing a
more than 5-year maturity extension of the Notes to 31 October
2026, which will provide sufficient financial flexibility to
support the continued development of the business through and post
the COVID-19 pandemic. The key terms of the extension are outlined
in the announcement made on 9 February 2021.
The Company's secured borrowings are subject to certain
covenants that give lenders the right to demand repayment if
breached. As of 31 December 2020, the Company was either in
compliance with, or had waivers in place for, any covenant test on
all senior bank loan covenants through to at least June 2021.
Avation expects that breaches for certain covenant levels as of
June 2020 will remain outstanding during the period described in
the credit analysis set out below. Avation maintains a good
relationship with its senior lenders and expects to receive waivers
for any covenant breach, as it did when covenants were tested in
relation to its financial year ending June 2020, and expects to
reset the levels in due course.
As announced on 23 February 2021, the Company launched a consent
solicitation exercise (the "Consent Solicitation") with the holders
("Noteholders") of the Notes. Subsequently, as announced on 3 March
2021, as at the date of that announcement, the aggregate
outstanding principal amount of the Notes is $350,000,000 of which
$7,358,000 in principal amount of the Notes are held in treasury.
Accordingly, $342,642,000 of Notes are deemed to be outstanding for
the purposes of the Consent Solicitation under the trust deed for
the Notes. As of 5 p.m. New York City time on 2 March 2021, being
the latest time and date on which Noteholders were required to
deliver their consents in order to be eligible for the early
consent fee, the Company had received electronic consents from
Noteholders holding $342,642,000 in principal amount of the Notes
representing 100% of the principal amount of the Notes deemed
outstanding for the purposes of the Consent Solicitation. It should
be noted that such consents given may not be revoked. Accordingly,
the extraordinary resolution of the Noteholders approving the
proposals outlined in the Company's announcement of 9 February 2021
(the "Proposal") was passed and will be binding on all Noteholders.
The early consent payment to Noteholders and the associated
advisers and legal adviser fees for the senior notes maturity
extension was approximately $6.3 million.
The Company will proceed to execute the formal documents
required to implement the Proposal, which is expected to be
completed on 16 March 2021, New York City time.
On 5 March, at the Company's general meeting, the resolution to
issue 6 million warrants to the Noteholders was passed by
shareholders.
Fleet Update
As announced on 9 February 2021, Avation's fleet totals 46
aircraft. Customers include 19 commercial airlines in 15
countries.
Avation is currently expecting its customer Philippine Airlines
("PAL") to implement a restructuring process that will result in a
downward adjustment to the lease rate of the Boeing 777-300ER
aircraft on lease. Avation recorded an impairment to the value of
this aircraft and recognised a provision for expected credit losses
on revenue for the period ended 31 December 2020 in line with the
expected adjusted terms of the lease agreement. At this time,
Avation believes that a restructure of PAL provides the optimal
chance for this airline to survive and maximise the Company's
return on this aircraft asset. Should PAL successfully complete the
restructure and meet its commitments in a post COVID-19 environment
the Company does not expect to record significant future impairment
in respect of this asset.
Aircraft leased to three airlines (together representing
approximately 10% of monthly run-rate lease revenue) were extended
between March and September 2020. The average lease term extension
was 3.6 years and the revised lease rates are between approximately
5-19% lower than the prior contracts.
On 20 April 2020, Virgin Australia Holdings Limited ("Virgin
Australia") entered into voluntary administration. Avation had two
Fokker 100 aircraft on finance lease and 11 ATR 72 aircraft on
operating lease to Virgin Australia two of which were subleased to,
and operated by, another airline. At the date of its entry into
administration, Virgin Australia represented around 19% of the
group's total monthly run-rate lease revenue. The two Fokker 100
aircraft were sold off the end of their leases (completed in
September 2020). Of the 11 ATRs, three have been re-leased at
market rates, one is subject to a non-binding letter of intent in
respect to a new lease at market rates, three are being actively
marketed for sale or lease, and the remaining four are being
marketed for sale or lease but have not yet been through
maintenance. Avation is intending to re-lease at market rates or
sell all remaining ex-Virgin Australia ATRs in due course. In
relation to the administration, Avation's claim against Virgin
Australia has now been mitigated by the transactions noted above
and is now expected to be approximately $56 million. The
administrators have advised an expected payout of 9-13 cents on the
dollar on this claim. Whilst it is the Company's current plan and
expectation that it will be able to lease and/or sell aircraft,
and/or recover from Virgin Australia the recovery rates as set out
in this paragraph, there can be no assurance that it will be able
to do so.
Avation has also signed a new lease on a new delivery ATR72-600.
The rate is in line with the market, and following the commencement
of this lease, the aircraft will be either marketed for sale or
Avation may raise secured financing on the asset.
As at today, the Company is owed approximately $34 million by
certain airlines. As at 31 December 2020, the Company had
$117,661,000 million of cash, of which $25,424,000 million was
unrestricted cash and bank balances.
Background to and reasons for the Placing and Subscription
In the Company's opinion, its COVID-19 strategy to date has been
successful. Key customers are operational in jurisdictions with
less severe impact of COVID-19, aircraft purchase rights support
future growth and the Virgin Australia administration is largely
dealt with. In the Company's opinion, COVID-19 is likely to lead to
positive market conditions, due to the shortage of available
aircraft post the pandemic due to retirements and airline suffering
from capital constraints, leading to preferences for aircraft to be
leased rather than owned.
The use of proceeds from the Placing and Subscription will be
used to enhance working capital.
Details of the Placing and Subscription
The Bookbuild will open with immediate effect following release
of this Announcement. The final number of Placing Shares, the
timing of the closing of the Bookbuild and allocations are at the
discretion of the Joint Bookrunners in consultation with the
Company.
Certain directors of the Company intend to participate in the
Subscription to an aggregate amount of 500,000 Subscription Shares.
Additional applications from employees of the Company are 200,000
Subscription Shares.
The Placing Shares and Subscription Shares, when issued, will be
credited as fully paid and will rank pari passu in all respects
with each other and with the existing Ordinary Shares, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Placing is also subject to the conditions and termination
rights set out in a placing agreement between the Company and the
Joint Bookrunners (the "Placing Agreement"). Further details of the
Placing Agreement can be found in the terms and conditions
contained in the Appendix to this Announcement.
The Placing and Subscription does not require any further
shareholder approval. Applications will be made for the Placing
Shares and Subscription Shares to be admitted to the standard
listing segment of the Official List of the Financial Conduct
Authority (the "FCA") and to be admitted to trading on the main
market for listed securities of the London Stock Exchange plc
(together, "Admission"). It is expected that settlement of the
Placing Shares and Subscription Shares and Admission will take
place on or before 8.00 a.m. on 18 March 2021. The Placing and
Subscription is conditional, among other things, upon Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to 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 the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix. In particular, investors should read and understand
the information provided in the 'Important Information' section of
this Announcement.
Enquiries:
Avation plc
Jeff Chatfield (Executive Chairman) Tel: +65 6252 2077
WH Ireland Limited (Joint Broker) Tel: +44 (0) 20 7220
1648
Harry Ansell / Daniel Bristowe / James
Joyce
Canaccord Genuity (Joint Broker) Tel: +44 (0)20 7523
8000
Bobbie Hilliam / Sam Lucas
IMPORTANT INFORMATION
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
Announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth, strategies and the
industries in which the Group operates. By their very nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements,
including, without limitation:; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows, return on capital and operating margins of the Group;
the anticipated investments and capital expenditures of the Group;
changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; changes in governmental
policies, and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements
contained in this Announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the Listing Rules, the Market Abuse Regulation (as in force
in the United Kingdom) or other applicable legislation or
regulation, neither the Company nor any of the Banks undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should therefore not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
No statement in this Announcement or incorporated by reference
into this Announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for the Company.
Certain data in this Announcement, including financial,
statistical and operating information, has been rounded.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
WH Ireland Limited which is a member of the London Stock
Exchange, is authorised and regulated in the United Kingdom by the
FCA and is acting as joint broker and bookrunner in connection with
the Placing. Canaccord Genuity Limited, which is a member of the
London Stock Exchange, is authorised and regulated in the United
Kingdom by the FCA and is acting as joint broker and joint
bookrunner in connection with the Placing. Each of the Banks are
acting exclusively for the Company in connection with the matters
referred to in this Announcement and for no-one else and will not
be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
any advice in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Banks or by any of their respective Affiliates or agents as to,
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Banks that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Banks to
inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid. Prospective subscribers of the Placing Shares should
conduct their own due diligence on the Placing Shares. If you do
not understand the contents of this Announcement you should consult
an authorised financial adviser.
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 is released by the Company and contains inside
information for the purposes of UK MAR, encompassing information
relating to the Placing AND SUBSCRIPTION raising A MINIMUM OF GBP7
million and is disclosed in accordance with the Company's
obligations under UK MAR.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND
(B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE
DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION,
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("EUWA") AND OTHER IMPLEMENTING
MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED
INVESTORS"); (II) ARE EITHER "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND THE
JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY
SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa, New Zealand or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"), including its
enactment under UK domestic law by virtue of the EUWA ("UK MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II and UK 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: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or UK MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Appendix or this Announcement of which it forms part
should seek appropriate advice before taking any action.
These terms and conditions apply to persons acquiring Placing
Shares pursuant to the Placing. Each Placee hereby agrees with the
Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Joint Bookrunners confirms to
such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company entered into a Placing
Agreement earlier today, under which the Joint Bookrunners have, on
the terms and subject to the conditions set out therein, undertaken
to use their reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price, in order to raise a minimum of
GBP6.23 million in gross proceeds. In addition, the Company is
raising GBP770,000 through the Subscription. The Placing is not
being underwritten by the Joint Bookrunners or any other
person.
The Placing Shares are expected to be issued on or around 18
March 2021. The Placing Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing
Shares.
The Placing Shares will trade under AVAP with ISIN
GB00B196F554.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange and the
Financial Conduct Authority for the Placing Shares to be admitted
to trading on the standard segment of the Official List and to
trading on the Main Market. Admission for the Placing Shares is
expected to become effective and dealings in such shares are
expected to commence at 8.00 a.m. on or around 18 March 2021. In
any event, the latest date for Admission is 31 March 2021 or such
later date as the Company and the Joint Bookrunners may agree (the
"Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Joint Bookrunners are arranging the Placing as agents
for, and joint brokers of, the Company. The Joint Bookrunners are
each regulated by the FCA, are acting exclusively for the Company
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the their
respective customers or for providing advice in relation to the
matters described in this Announcement.
2. The number of Placing Shares to be issued at the Placing
Price under the Placing will be agreed between the Joint
Bookrunners and the Company.
3. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Joint Bookrunners. The Joint Bookrunners are entitled to
participate in the Placing as principal.
4. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by the
Joint Bookrunners and a trade confirmation or contract note has
been or will be dispatched as soon as possible thereafter. The
Joint Bookrunners oral or written confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the Joint Bookrunners and the
Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
association. Except with the Joint Bookrunners' consent, such
commitment will not be capable of variation or revocation.
5. As noted above, each Placee's allocation will, unless
otherwise agreed between the Placee and the Joint Bookrunners, be
evidenced by a trade confirmation or contract note issued to each
such Placee by the Joint Bookrunners. The terms and conditions of
this Announcement (including this Appendix) will be deemed to be
incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on
behalf of which it is made and except with the Joint Bookrunners
consent will not be capable of variation or revocation from the
time at which it is issued.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Joint Bookrunners (as agent for the
Company), to pay to the Joint Bookrunners (or as the Joint
Bookrunners may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.
7. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
9. All obligations of the Joint Bookrunners under the Placing
will be subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
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 and the applicable
rules of the FCA, neither the Joint Bookrunners nor any of their
Affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and the Joint Bookrunners and their Affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Joint Bookrunners nor
any of their Affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners' conduct of the Placing.
Conditions of the Placing
The Joint Bookrunners obligations under the Placing Agreement in
respect of, amongst other things, the Placing are conditional on,
inter alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 5:00 p.m. on 11 March 2021;
2. the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
3. the Company having fully performed its obligations under the
Placing Agreement which the Joint Bookrunners have, acting in good
faith, deemed material to the extent that fall to be performed
prior to Admission;
4. none of the warranties or undertakings given in the Placing
Agreement being untrue or inaccurate or misleading in any respect
at any time before Admission, and no fact or circumstance having
arisen which would constitute a breach of any of the warranties or
undertakings given in the Placing Agreement on the dates on which
they are given or would have rendered any of the warranties or
undertakings given in the Placing Agreement untrue, incorrect or
misleading if such fact or circumstance had occurred before the
date of the Placing Agreement;
5. admission of the Placing Shares to the standard segment of
the Official List and to trading on the Main Market becoming
effective on or before 18 March 2021 or such later date as the
Company and the Joint Bookrunner may agree, but not being later
than 31 March 2021; and
6. the Placing Agreement not having been terminated by the Joint Bookrunners.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Bookrunners by the
respective time or date where specified (or such later time or date
as the Joint Bookrunners may notify to the Company (being not later
than the Long Stop Date)) or (ii) any of such conditions becomes
incapable of being fulfilled, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
The Joint Bookrunners may, at their discretion and upon such
terms as they think fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement, save that the condition relating to Admission taking
place by the Long Stop Date may not be waived. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement or its Appendix.
Neither the Joint Bookrunners, the Company nor any of their
respective Affiliates or officers, directors, employees or agents
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 the
Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled to terminate the Placing
Agreement at any time prior to Admission by giving notice to the
Company in certain circumstances, including, inter alia:
1. the Company is in breach of any provision of the Placing
Agreement which is material in the context of the Placing, or with
the requirements of any laws or regulations (including UK MAR, FSMA
or the Listing Rules) in relation to the Placing;
2. the Joint Bookrunners becomes aware of any circumstance which
results in any of the warranties given in the Placing Agreement
being untrue or inaccurate or misleading when given at the date of
the Placing Agreement or which results in or might in the opinion
of the Joint Bookrunners results in any of the warranties being
untrue or inaccurate or misleading when deemed given;
3. it should come to the notice of the Joint Bookrunners that
any statement contained in any of the Placing Documents (as defined
in the Placing Agreement) is untrue or inaccurate which the Joint
Bookrunners considers to be material or misleading or that matters
have arisen which would, if the Placing Documents were issued at
that time, constitute an omission therefrom which the Joint
Bookrunners (acting in good faith) considers to be material, and
such matter may not, in the opinion of the Joint Bookrunners be
addressed by the publication of a further document or the making of
an announcement;
4. in the opinion of the Joint Bookrunners there has occurred
any material adverse change in the condition (financial,
operational, legal or otherwise) of the Company and/or any other
member of the Group whether or not arising in the ordinary
course;
5. the application for Admission being refused by the London Stock Exchange; or
6. there having occurred or, in the opinion of the Joint
Bookrunners (or either of them) it being reasonably likely that
there will occur any material adverse change in the financial
markets in the United Kingdom, or economic, monetary or market
conditions (including a significant and material worsening of the
situation relating to COVID-19 which would have a material impact
on the business and operations of the Company.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners and that
the Joint Bookrunners need not make any reference to Placees in
this regard and that neither the Joint Bookrunners nor any of their
respective Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of a prospectus
in the United Kingdom or any equivalent document in any other
jurisdiction. No offering document or prospectus has been or will
be submitted to be approved by the FCA or the London Stock Exchange
in relation to the Placing or the Placing Shares, and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the
business and financial information that the Company is required to
publish in accordance with the Listing Rules (the "Exchange
Information") or which it has otherwise announced by means of a
Regulatory Information Service ("Publicly Available Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information/Publicly Available Information),
representation, warranty, or statement made by or on behalf of the
Company or the Joint Bookrunners or any other person and neither
the Joint Bookrunners, the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Joint Bookrunners, the Company or their respective officers,
directors, employees or agents. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Joint
Bookrunners are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or
regulations. No Placee should consider any information in this
Announcement to be or constitute legal, tax or business advice.
Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by the Joint Bookrunners in accordance with
the standing CREST settlement instructions which they have in place
with the Joint Bookrunners.
Settlement of transactions in the Placing Shares (ISIN:
GB00B196F554) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Joint Bookrunners
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
18 March 2021 unless otherwise notified by the Joint Bookrunners
and Admission is expected to occur by 18 March 2021 or such later
time as may be agreed between the Company and the Joint
Bookrunners, not being later 31 March 2021. The trade date for the
Placing Shares will be 12 March 2021.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Joint Bookrunners account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
the Joint Bookrunners on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on the Joint Bookrunners
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint
Bookrunners lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Joint Bookrunners nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Joint Bookrunners (for
itself and on behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that the shares in the capital of the Company are admitted to
the standard segment of the Official List and to trading on the
Main Market, and the Company is therefore required to publish the
Exchange Information, which includes a description of the nature of
the Company's business and the Company's most recent balance sheet
and profit and loss account and that it is able to obtain or access
such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the Joint Bookrunners need
not have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against the Joint Bookrunners or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
5. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that neither the Company, the Joint
Bookrunners nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK Prospectus
Regulation: (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in the United
Kingdom or any Member State of the European Economic Area other
than Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners have been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom or any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Regulation as
having been made to such persons;
7. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners to have any duties or responsibilities to
such persons similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of
Business Source Book, and that the Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
8. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither the Joint Bookrunners or the Company nor any of
their respective Affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the
Company or any of their respective Affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
9. that the only information on which it is entitled to rely on
and on which it has relied upon in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
10. that neither the Joint Bookrunners nor the Company nor any
of their respective Affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement or the Publicly Available Information;
11. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
12. that, unless specifically agreed with the Joint Bookrunners,
it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from the registration
requirements of the Securities Act and otherwise in accordance with
any applicable securities laws of any state or jurisdiction of the
United States;
13. that it is not a national or resident of Canada, Australia,
New Zealand, , the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic South Africa or Japan;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
16. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners may in its discretion
determine and without liability to such Placee;
17. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or the Joint
Bookrunners or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
18. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
19. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners;
20. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
21. that, unless otherwise agreed by the Joint Bookrunners, it
is a qualified investor (as defined in section 86(7) of the
Financial Services and Markets Act 2000, as amended ("FSMA"));
22. that, unless otherwise agreed by the Joint Bookrunners, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
23. 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;
24. that any money held in an account with a Joint Bookrunner
(or its nominees) on its behalf and/or any person acting on its
behalf will not be treated as client money within the meaning of
the rules and regulations of the FCA. Each Placee further
acknowledges that the money will not be subject to the protections
conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from a Joint Bookrunner's (or its
nominee) money in accordance with such client money rules and will
be used by the Joint Bookrunners in the course of its own business
and each Placee will rank only as a general creditor of the
relevant Joint Bookrunner;
25. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
26. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
27. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
28. that it appoints irrevocably any director of the Joint
Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
29. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
30. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
31. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
32. that it will indemnify and hold the Company and the Joint
Bookrunners and their respective Affiliates, officers, directors,
employees and agents harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Joint Bookrunners will rely on the truth and accuracy of
the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee pursuant to this Announcement
(including this Appendix) are given to each Joint Bookrunner for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
33. that time shall be of the essence as regards obligations pursuant to this Appendix;
34. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, financial,
tax or other advice to it;
35. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
36. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, and UK MAR, (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and (iii) it is not a
person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the Joint Bookrunners such evidence, if any, as to the identity
or location or legal status of any person which the Joint
Bookrunners may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be
subscribed for by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in its absolute discretion;
37. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules made by the FCA pursuant to Prospectus
Regulation Rules Instrument 2019 (FCA 2019/80);
38. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
39. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
40. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
41. that the Joint Bookrunners owe no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
42. that the Joint Bookrunners or any of their respective
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
43. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
44. that if it has received any confidential price sensitive
information or inside information concerning the Company in advance
of the publication of this Announcement, it has not: (i) dealt in
the securities of the Company; (ii) encouraged, required,
recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available.
The Company, the Joint Bookrunners and their respective
Affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Joint Bookrunners for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company or the
Joint Bookrunners will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners have incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective Affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission means the admission of the Placing Shares to the standard segment of the
Official List of
the FCA and to trading on the Main Market of the London Stock Exchange
becoming effective
Affiliates means in relation to a company, any holding company of that company or any
subsidiary of any
such holding company or any other body corporate that is owned or controlled
by, in control
of or under common control with, that company, together with the current and
former directors,
partners, officers (other than auditors), employees and agents of each of such
persons and
of that company;
Announcement means this announcement (including the Appendix to this announcement)
Banks Canaccord Genuity and WH Ireland
Board the board of directors of the Company
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business
in London, England
Canaccord Genuity Canaccord Genuity Limited, the Company's joint bookrunner a nd joint broker in
relation to
the Placing
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
Company or Avation Avation PLC of 5 Fleet Place, London, England, EC4M 7RD
CREST the relevant systems for the paperless settlement of trades in securities and
the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
(i) any enactment
or subordinate legislation which amends or supersedes those regulations and
(ii) any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA the European Union (Withdrawal) Act 2018, as amended
Existing Ordinary Shares the 64,879,942 Ordinary Shares in issue as at the date of this Announcement
(of which 2,210,000
are held in treasury)
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from time to
time
Group the Company, together with its subsidiaries and subsidiary undertakings
ISIN International Securities Identification Number
Joint Bookrunners Canaccord Genuity and WH Ireland
London Stock Exchange or LSE London Stock Exchange PLC
Main Market means the LSE's main market for listed securities
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Official List means the Official List of the FCA
Placing the conditional placing of the Placing Shares on the terms and subject to the
condition of
the Placing Agreement and the terms and conditions contained in the Appendix
to this Announcement
Placing Agreement the Placing Agreement dated 11 March 2021 between the Company (1) Canaccord
Genuity (2) and
WH Ireland (3) relating to the Placing
Placing Price 110 pence per Placing Share
Placing Shares a minimum of 5,663,636 Ordinary Shares which are proposed to be placed in
accordance with
the terms of the Placing
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Securities Act the US Securities Act of 1933, as amended
WH Ireland WH Ireland Limited, acting as the Company's joint bookrunner and joint broker
in relation
to the Placing
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END
IOEFZGMFVMFGMZM
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March 11, 2021 11:36 ET (16:36 GMT)
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